8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2010

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23985	94-3177549
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2701 San Tomas Expressway, Santa Clara, CA (Address of principal executive offices) 95050 (Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2010, the Compensation Committee, or the Compensation Committee, of the Board of Directors of NVIDIA Corporation, or the Board of Directors, approved the Fiscal Year 2011 Variable Compensation Plan, or the 2011 Plan, which is designed to provide variable cash compensation to certain officers, directors, managers and qualifying senior contributors, or the Participants, as determined by our Compensation Committee, if certain pre-set corporate and/or individual targets are achieved during fiscal 2011. We operate on a 52 or 53-week year, ending on the last Sunday in January. We designate our fiscal year by the year in which that fiscal year ends; e.g., fiscal 2011 refers to our fiscal year ending January 30, 2011.

Under the 2011 Plan, variable cash compensation will be paid to the Participants resulting from achievement of the corporate targets if we exceed pre-set threshold, target or maximum net income levels, determined according to United States generally accepted accounting principles, as set by our Compensation Committee and/or if individuals achieve their individual targets which are determined by our Compensation Committee for the chief executive officer, by the chief executive officer in the case of the senior officers, by the senior officer to whom a vice president or a director reports in the case of vice presidents and directors, and based on individual rankings for managers and other qualifying senior contributors. Fifty percent (50%) of a Participant’s potential variable cash compensation will be allocated to the achiev ement of corporate targets (up to a maximum of 200% of the Participant’s corporate target award) and fifty percent (50%) will be allocated to the achievement of individual targets.

The achievement of individual targets is determined by our Compensation Committee in the case of the chief executive officer and the senior officers, by the senior officer to whom a vice president or a director reports in the case of vice presidents and directors, and by the senior officer or director to whom a manager or senior contributor reports in the case of managers and senior contributors.

Our Board of Directors and Compensation Committee reserve the right to:

(i)           provide variable compensation to officers or employees other than under the 2011 Plan;

(ii)           modify compensation targets and criteria at any time or to grant variable cash compensation to the Participants; or

(iii)         grant additional variable cash compensation to the Participants even if the performance targets are not met.

The 2011 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the 2011 Plan.

Item 9.01 Exhibits.

(d)

Exhibit	Description
10.1	Fiscal Year 2011 Variable Compensation Plan, approved May 5, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NVIDIA Corporation
Date: May 5, 2010	By: /s/ David M. Shannon
	David M. Shannon
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Fiscal Year 2011 Variable Compensation Plan, approved May 5, 2010.

EX-10.1

Exhibit 10.1

NVIDIA CORPORATION

FISCAL YEAR 2011 VARIABLE COMPENSATION PLAN

Overview

 The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, Directors and Managers (collectively, the “Participants”), each as defined below, who are employed at the Company during fiscal year 2011 and, unless otherwise determined by the Compensation Committee (the “Committee”), are employees of the Company on and as of the date the cash payments are awarded (each, a “Variable Cash Payment”), shall be eligible to participate in the Fiscal Year 2011 Variable Compensation Plan (the “Plan”). The Plan is designed to award a Variable Cash Payment fo r performance in fiscal year 2011 to a Participant if the Company achieves certain corporate performance targets (the “Corporate Targets”) and/or if the Participant achieves certain Individual Targets (as defined below) and/or certain Individual Rankings (as defined below).

 For purposes of the Plan, only the Company’s chief executive officer, chief financial officer, other executive officers and certain other senior officers shall be considered “Senior Officers,” other employees at the level of vice president or director shall be considered “Directors” and managers or qualifying senior contributors shall be considered “Managers.” The Committee shall determine (i) the persons to be specified as Senior Officers for purposes of this Plan and the Senior Officers who may be Participants hereunder, (ii) the class of employees who may be designated by Senior Officers as Directors for purposes of this Plan and (iii) the class of employees who many be designated by Senior Officers or Directors as Ma nagers for purposes of this Plan.

 For fiscal year 2011, for purposes of the Plan, “Individual Targets” shall be set for certain Senior Officers and Directors as follows:

· For the chief executive officer, certain key performance objectives set by the Committee;  

· For certain Senior Officers, certain key performance objectives set by the chief executive officer; and

· For the Directors, certain key performance objectives set by the respective Senior Officer to whom the applicable Director reports.

 For fiscal year 2011, for purposes of the Plan, “Individual Rankings” for Managers shall be the ranking of such Manager in January or February 2011 by the Senior Officer or Director to whom the Manager reports.

Determination of Fiscal Year 2011 Variable Cash Payments

 Certain Senior Officers and Directors are eligible to receive a Variable Cash Payment if the Company achieves its Corporate Targets and/or the Senior Officer or Director achieves his or her Individual Targets at specified levels. Managers are eligible to receive a Variable Cash Payment if the Company achieves its Corporate Targets and/or based on the level of his or her Individual Ranking. The aggregate potential amount of the Variable Cash Payment a Participant may receive upon achievement of the Corporate Targets and/or his or her Individual Targets and/or Individual Ranking, as applicable, and the pool available to all Participants under the Plan will be set by the Committee for all Participants based on a recommendation made by the chief executive officer (t he “Variable Cash Payment Target Amount”). A Participant’s Variable Cash Payment Target Amount is based on the difficulty and responsibility of each position. For fiscal year 2011, each Participant’s Variable Cash Payment Target Amount will be split such that fifty percent (50%) is allocated to the achievement of the Corporate Targets (the “Corporate Variable Cash Payment”) and fifty percent (50%) is allocated to the achievement of his or her Individual Targets or Individual Ranking, as applicable (the “Individual Variable Cash Payment”). A Participant may be eligible to receive more or less than his or her Variable Cash Payment Target Amount as described more fully below.

Individual Variable Cash Payment

 An Individual Variable Cash Payment may be awarded to a Participant based on the achievement of his or her Individual Targets or Individual Ranking, as applicable, or other criteria determined by the Committee.

 The actual Individual Variable Cash Payments to be made for fiscal 2011 (the “Actual Individual Variable Cash Payments”) shall be made pursuant to the following guidelines and taking into account whether Individual Targets have been achieved or the level of the Individual Ranking, as applicable, and the amount of the Actual Individual Variable Cash Payment shall be determined as follows:

 · For the chief executive officer, the Committee shall determine if the Individual Targets have been achieved and shall determine the amount of the Actual Individual Variable Cash Payment;  

· For all other Senior Officers, the Committee, based on input from the chief executive officer, shall determine if the Individual Targets have been achieved by such Senior Officer and shall determine the amount of the Actual Individual Variable Cash Payment for each other Senior Officer;  

· For Directors, the Senior Officer to whom a Director directly reports shall determine if the Individual Targets have been achieved by such Director and shall determine the amount of the Actual Individual Variable Cash Payment for such Director; and  

· For Managers, the Senior Officer or Director to whom a Manager directly reports shall determine the amount of the Actual Individual Variable Cash Payment for such Manager, based on the Individual Ranking achieved by such Manager.

 An Actual Individual Variable Cash Payment that is in excess of fifty percent (50%) of the Variable Cash Payment Target Amount may be awarded to a Participant for extraordinary individual performance. If a Participant achieves only a portion of his or her Individual Targets, or in the case of a Manager who does not reach his or her Individual Ranking, the Participant may still be eligible to receive an Actual Individual Variable Cash Payment to the extent determined by the Committee (for the chief executive officer and other Senior Officers), Senior Officers (for Directors) or Senior Officers or Directors (for Managers who report to such Senior Officer or Director, as applicable), each in their sole discretion. If a Participant does not receive an Individual Var iable Cash Payment, he or she may still be eligible to receive a Corporate Variable Cash Payment as outlined below.

Corporate Variable Cash Payment

 The Committee has set the Corporate Targets for the Participants, based on achievement of specified fiscal year 2011 net income. The amount of actual net income, as set forth in the Company’s financial statements for fiscal 2011, as determined according to United States generally accepted accounting principles, shall be the “Actual Result.” The Committee has also set threshold and maximum Actual Result targets for fiscal year 2011 for Participants for the award of a portion or all of the Corporate Variable Cash Payment (the “Threshold” and “Maximum,” respectively). The actual Corporate Variable Cash Payments to be made for fiscal 2011 (the “Actual Corporate Variable Cash Payments”) shall be made pursuant to t he following guidelines:

·	If the Actual Result is less than or equal to the Threshold, a Participant will not receive any portion of his or her Corporate Variable Cash Payment.
· 	If the Actual Result falls between the Threshold and the applicable Corporate Target, each Participant shall receive an Actual Corporate Variable Cash Payment based on the following formula:

             Actual Corporate Variable Cash Payment  =    (Actual Result - Threshold) / (Corporate Target - Threshold) x (50% of Variable Cash Payment Target Amount)

·	If the Actual Result equals the Corporate Target, each Participant shall be eligible to receive 50% of his or her Variable Cash Payment Target Amount.
·	If the Actual Result exceeds the Corporate Target but is less than the Maximum, each Participant shall be eligible to receive an Actual Corporate Variable Cash Payment pursuant to the formula set forth below:

             Actual Corporate Variable Cash Payment  = [1 + ((Actual Result - Corporate Target) / (Maximum - Corporate Target))] x (50% of Variable Cash Payment Target Amount)

         · If the Actual Result equals or exceeds the Maximum, each Participant shall be eligible to receive 100% of his or her Variable Cash Payment Target Amount.  

 In no event shall any Participant receive an Actual Corporate Variable Cash Payment in excess of two (2) times the amount of his or her Corporate Variable Cash Payment.

 If a Participant does not receive a Corporate Variable Cash Payment, he or she may still be eligible to receive all or a portion of an Individual Variable Cash Payment as outlined above.

Miscellaneous Provisions

 Payments under this Plan shall be made following the end of the fiscal year, on such schedule as may be approved by the Committee in its discretion.

 Participation in the Plan shall not alter in any way the at will nature of the Company’s employment of a Participant, and such employment may be terminated at any time for any reason, with or without cause and with or without prior notice.

 Notwithstanding whether this Plan is referenced in another agreement, policy, arrangement or other document, only the Board of Directors or the Committee may amend or terminate this Plan at any time. Further, the Board of Directors or the Committee may modify the Corporate Targets, Individual Targets and/or Individual Ranking and/or Corporate and/or Individual Variable Cash Payment amounts at any time.

 Any Variable Cash Payments or other benefits under this Plan shall be subject to the Company’s Clawback Policy and shall bind all Participants subject to the Clawback Policy who receive any amounts under this Plan.

 This Plan shall be governed by and construed in accordance with the laws of the State of California, without regard to its principles of conflicts of laws.