8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 21, 2011

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 (see General Instruction A.2. below):

[ ] 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.

Adoption of 2012 Variable Compensation Plan

On March 24, 2011 the Compensation Committee, or the Compensation Committee, of the Board of Directors of NVIDIA Corporation, or the Board of Directors, approved the Fiscal Year 2012 Variable Compensation Plan, or the 2012 Plan, which is designed to provide variable cash compensation to our chief executive officer and other senior officers, or the Participants, as determined by our Compensation Committee, if certain pre-set corporate and/or individual targets are achieved during fiscal 2012. 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 2012 refers to our fiscal year ending January 29, 2012.

Under the 2012 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, as adjusted for material non-recurring items, 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 and by the chief executive officer in the case of the senior officers. Fifty percent (50%) of a Participant’s potential variable cash compensation will be allocated to the achievement 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 (up to a maximum of 200% of the Participant’s individual target award).

The achievement of individual targets is determined by our Compensation Committee for the chief executive officer and the senior officers.

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

(1) provide variable compensation to officers or employees other than under the 2012 Plan;  

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

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

The 2012 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 2012 Plan.

Appointment of Principal Accounting Officer

On March 21, 2011, Michael Byron, age 45, commenced employment as our Vice President of Finance and principal accounting officer. Mr. Byron assumes the position of principal accounting officer from Karen Burns, who will continue in the position of Interim Chief Financial Officer and principal financial officer.

From November 2010 to March 2011, Mr. Byron served as Senior Director, Business Operations Accounting for Cisco Systems, Inc., a communications technology company.  From November 2007 to November 2010, Mr. Byron served as NVIDIA’s Vice President and Corporate Controller and from 2002 to 2007, Mr. Byron served as NVIDIA’s Corporate Controller and Director of Finance.  From May 2000 to July 2002, Mr. Byron served as the Corporate Controller for Vicinity Corporation, a provider of location-based technology solutions.  From 1998 to 2000, Mr. Byron served as Financial Reporting Manager for Informix Corporation, a database management systems company.  Mr. Byron also served eight years as an audit manager with Deloitte LLP, a global public accounting firm, primarily in its Silicon Valley- and Spain-based practices. Mr. Byron holds a Bachelor of Arts in Business Economics from University of California, Santa Barbara.

Mr. Byron’s offer letter, dated March 16, 2011, or the Offer Letter, provides that Mr. Byron will be employed by NVIDIA “at will” and contains the following additional terms:

(1) He will receive an annual base salary of $340,000;  

(2) He will receive a lump sum cash bonus of up to $115,000 in the event that he is required to repay his 2010 signing bonus from Cisco Systems;  

(3) He will receive a grant of 20,000 restricted stock units, or RSUs, vesting over four years, with 25% of the shares subject to the RSUs vesting on March 21, 2012, and 12.5% of the shares subject to the RSUs vesting every six months thereafter.  The terms of the RSUs will begoverned by the NVIDIA 2007 Equity Incentive Plan, filed as Exhibit 10.15 to a Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2010, filed with the SEC on December 7, 201, and the form of restricted stock unit grant notice and restricted stock unit purchase agreement filed as Exhibit 10.22 to a Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2010, filed with the SEC on December 7, 2010;  

(4) He will receive a stock option to purchase up to 50,000 shares of NVIDIA common stock with an exercise price equal to the fair market value of one share of NVIDIA common stock on the date of grant, with 25% of the shares subject to the option vesting on March 21, 2012, and 6.25% of the shares subject to the option vesting at the end of each quarterly period thereafter.   The terms of the stock option will be governed by the NVIDIA 2007 Equity Incentive Plan and the form of non-statutory stock option grant filed as Exhibit 10.20 to a Current Report of Form 8-K filed with the SEC on September 13, 2010;  

(5) He will be eligible to participate in the NVIDIA 1998 Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to a Quarterly Report on Form 10-Q for the quarterly period ended April 27, 2008, filed with the SEC on May 22, 2008; and  

(6) He will be eligible to participate in our comprehensive benefits programs.  

A copy of the Offer Letter is filed hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Offer Letter is subject to, and qualified in its entirety by, the Offer Letter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Fiscal Year 2012 Variable Compensation Plan of NVIDIA Corporation.
10.2	Offer Letter, dated March 16, 2011, between NVIDIA Corporation and Michael Byron.

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: March 24, 2011	By:/s/David M. Shannon
	David M. Shannon
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Fiscal Year 2012 Variable Compensation Plan of NVIDIA Corporation.
10.2	Offer Letter, dated March 16, 2011, between NVIDIA Corporation and Michael Byron.

EX-10.1

 Exhibit 10.1

NVIDIA CORPORATION

FISCAL YEAR 2012 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, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2012 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 2012 Variable Compensation Plan (the “Plan”). The Plan is designed to award a Variable Cash Payment for performance in fiscal year 2012 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). Payments awarded in connection with the achievement of Corporate Targets shall be referred to herein as a “Corporate Variable Cash Payment and payments awarded in connection with the achievement of Individual Targets shall be referred to herein as an “Individual Variable Cash Payment”.

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.”  The Committee shall determine the persons to be specified as Senior Officers for purposes of this Plan and the Senior Officers who may be Participants hereunder.

For fiscal year 2012, for purposes of the Plan, “Individual Targets” shall be set for certain Senior Officers as follows:

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

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

Determination of Fiscal Year 2012 Variable Cash Payments

Certain Senior Officers are eligible to receive a Variable Cash Payment if the Company achieves its Corporate Targets and/or such Senior Officer achieves his or her Individual Targets at specified levels. 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 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 (the “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 2012, 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 Target Amount”) and fifty percent (50%) is allocated to the achievement of his or her Individual Targets (the “Individual Variable Cash Target Amount”). A Participant may be eligible to receive more or less than his or her Corporate Variable Cash Target Amount or Individual Variable Cash 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 other criteria determined by the Committee.

The amount of the actual Individual Variable Cash Payments to be made for fiscal 2012 (the “Actual Individual Variable Cash Payments”) shall be made pursuant to the following guidelines and taking into account whether Individual Targets have been achieved:

· 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; and  

· 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 such Senior Officer.  

An Actual Individual Variable Cash Payment that is in excess of fifty percent (50%) of the Variable Cash Target Amount may be awarded to a Participant for extraordinary individual performance. In no event shall any Participant receive an Actual Individual Variable Cash Payment in excess of two (2) times the amount of his or her Individual Variable Cash Target Amount. If a Participant achieves only a portion of his or her Individual Targets, 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), each in their sole discretion. If a Participant does not receive an Individual Variable 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 2012 net income. The amount of actual net income, as set forth in the Company’s financial statements for fiscal 2012 as may be adjusted for material non-recurring items at the discretion of the Committee, shall be the “Actual Result.” The Committee has also set threshold and maximum Actual Result targets for fiscal year 2012 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 2012 (the “Actual Corporate Variable Cash Payments”) shall be made pursuant to the following guidelines:

· If the Actual Result is less than the Threshold, a Participant will not receive any portion of his or her Corporate Variable Cash Payment.  

· If the Actual Result falls at or 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)) / 2) + 50%] * Corporate Variable Cash Target Amount

· If the Actual Result equals the Corporate Target, each Participant shall be eligible to receive 100% of his or her Corporate Variable Cash 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  =    [((Actual Result – Corporate Target) / (Maximum - Corporate Target)) + 1] * Corporate Variable Cash Target Amount

    · If the Actual Result equals or exceeds the Maximum, each Participant shall be eligible to receive 200% of his or her Corporate Variable Cash 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 Target Amount.

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 Corporate and/or Individual Variable Cash Target 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.

EX-10.2

 Exhibit 10.2

March 16, 2011

Michael Byron

Dear Michael,

NVIDIA Corporation is pleased to confirm our offer of employment for the position of Vice President of Finance, reporting to Jensen Huang or the CFO position, based out of the US, CA, Santa Clara office. Subject to approval of the Board of Directors of NVIDIA Corporation (the “Board”) of our recommendation, your position and title will also include Principal Accounting Officer. The salary for this position will be at a starting rate of $28,333.33 per month, $340,000.00 annually, less payroll deductions and all required withholdings. You will be paid semi-monthly and you will be eligible for the following company benefits in accordance with the terms of those plans or policies: health insurance, paid time off, holidays, Employee Stock Purchase Plan and a 401(k) Plan.  NVIDIA can change your duties, compensation, and benefits at its discretion.

As incentive to your accepting our offer, and in recognition of certain repayment obligations to your current employer, if, as a result of your acceptance of this offer, your current employer requires you to repay, on or before December 31, 2011, the signing bonus they paid to you in 2010, the Company will pay you a lump sum cash bonus equal to $115,000, less the value of any tax deduction you may be able to claim in respect of that repayment, with such bonus subject to applicable tax withholdings.  This bonus will be paid on the first full payroll cycle after your repayment, but in no event later than March 15, 2012.

Subject to approval by the Board, and to the terms of NVIDIA Corporation’s Equity Incentive Plan, you will receive a new hire grant of 20,000 Restricted Stock Units (RSUs).  The units will vest and be issued approximately over a four (4) year period, with 25% of the shares subject to the RSU becoming on the first vesting date, and 12.5% of the shares subject to the RSU becoming vested every six months thereafter, provided in each case you remain employed with NVIDIA on each such date.  If your start date is in the first six months of the calendar year (January to June), your first vesting date and expected issuance of shares will occur on the third Wednesday in March of the next calendar year.  If your start date is in the last six months of the calendar year (July to December), your first vesting date and expected issuance of shares will occur on the third Wednesday in September of the next calendar year.

Subject to approval by the Board, you will also receive an option to purchase 50,000 shares of NVIDIA Corporation’s Common Stock at an exercise prices per share that is equal to the fair market value of a share of NVIDIA Corporation’s Common Stock on the date of grant (the “Option”).  The shares subject to the Option will vest over a four (4) year period, with 25% vesting on the anniversary of your start date, and 6.25% vesting at the end of each quarterly period thereafter, provided you remain employed with NVIDIA on each such date.

Your employment is also contingent upon NVIDIA's standard background check conducted by HireRight. NVIDIA reserves the right to withdraw its job offer or terminate employment based on information discovered in the background check process. Please do not resign from your current employment until your suitability for employment has been confirmed through a successful background check and that has been communicated to you by NVIDIA.

In connection with your employment with NVIDIA, you will be working with and have access to certain confidential and proprietary information relating to NVIDIA’s business, its employees, and third parties.  Attached is a copy of a Proprietary Information Agreement, which you must read and sign prior to beginning your employment. If you have questions regarding the agreement, please contact your Recruiter, Josh Hasten.

You may terminate your employment with the Company at any time simply by notifying the Company.  Likewise, the Company may terminate your employment at any time, with or without cause or advance notice.

As required by law, this offer is subject to satisfactory proof of your right to work in the United States.  You should bring the appropriate document(s) with you (see attached list of acceptable documents) when you report to work.

If applicable, your employment at NVIDIA is contingent on NVIDIA successfully obtaining an export license or other approval for you in accordance with U.S. Commerce Department export license regulations.

I'm sending along an extra copy of this letter.  If you wish to accept employment at NVIDIA under the terms described above, please indicate by signing this letter below and returning it immediately to the Employment Specialist, Erin Strong.  Please also take time to review and sign the Proprietary Information Agreement and return to the Employment Specialist, Erin Strong on or before your start date.  If you accept our offer, we would like you to start no later than March 31, 2011.   This offer is valid until March 18, 2011.

This letter, together with the attached Proprietary Information Agreement contains the entire agreement between you and NVIDIA concerning your employment relationship.  It cannot be modified except in a signed agreement and it supersedes any other representations or promises made to you by anyone, whether oral or written.

We are excited about having you join us.  We look forward to your favorable reply and to a productive and enjoyable work relationship.  You will be contacted prior to your start date regarding orientation details.  Please report to work at 8:45AM on your start date to the lobby of building E.

Sincerely,

/s/ Scott Sullivan                                           

Scott Sullivan

SVP of Human Resources

NVIDIA Corporation

/s/ Michael J. Byron                                                      3/16/2011                                ______________________

         Accepted                                                                                    Date                                                                   Starting Date