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): February 27, 2009

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	95050
(Address of principal executive offices)	(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.

On February 27, 2009, NVIDIA Corporation announced that, effective February 27, 2009, David L. White had been appointed to the position of Executive Vice President and Chief Financial Officer of NVIDIA. Mr. White replaces Marvin D. Burkett, whose decision to retire was disclosed in the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2008. Mr. Burkett is expected to continue to serve as a senior advisor to NVIDIA assisting in the transition.

From August 2004 to February 2009, Mr. White, age 53, served as the Executive Vice President of Finance and Chief Financial Officer of Sanmina-SCI Corporation, a global provider of customized, integrated electronics manufacturing services to original equipment manufacturers in the communications, enterprise computing and medical industries and various other end markets. From 2003 to 2004, Mr. White was Senior Vice President and Chief Financial Officer of Asyst Technologies, Inc., a provider of integrated hardware and software automation solutions that enhance semiconductor and flat-panel display manufacturing productivity. Mr. White served as President and Chief Executive Officer of Candescent Technologies Corporation, a developer of field emission display technology for next-generation thin flat-panel displays, and held various other positions, from 1995 to 2002. Mr. White holds a B.S. degree from Brigham Young University and an M.B.A. from the University of Washington.

Mr. White’s offer letter dated January 28, 2009, or the Offer Letter, provides that Mr. White will be employed by NVIDIA “at will” and contains the following additional terms:

1. he will receive an annual base salary of $425,000;

2. he will be eligible to earn annual incentive compensation, with a potential target for fiscal year 2010 of $385,000, which will be prorated from his start date. Fifty percent (50%) of the annual incentive compensation will be based on our performance against certain corporate objectives and fifty percent (50%) of the annual incentive compensation will be based on his achievement of key objectives established for him by NVIDIA. If Mr. White leaves NVIDIA for any reason prior to end of fiscal year 2010 or the date of distribution, no incentive compensation will be paid;

3. he will receive a signing bonus of $200,000, payable in four equal quarterly installments on the third, sixth, ninth and twelfth month anniversaries of his start date, subject to his continued employment;

4. he will receive an option to purchase up to 450,000 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, vesting quarterly in equal allotments over four years beginning on Mr. White’s start date, or the Initial Grant. The Initial Grant will have a term of six years. The terms of the Initial Grant will be governed by the terms of our 2007 Equity Incentive Plan which is filed as Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange Commission on June 27, 2007. In the event that Mr. White’s employment is involuntarily terminated as a direct result of the successful completion of an Acquisition (as defined in the Offer Letter) of NVIDIA within the first twelve months of his employment, the vesting of the Initial Grant will be accelerated such that twenty-five percent (25%) of the Initial Grant will be vested as of the date his employment is terminated;

5. he will be eligible to participate in our 1998 Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to our 10-Q for the quarterly period ended April 27, 2008, filed with the Securities and Exchange Commission 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 10.1 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.

Exhibit Number	Description
10.1	Offer letter, dated January 28, 2009, between NVIDIA Corporation and David L. White.

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: February 27, 2009	By:	/s/ David M. Shannon
		David M. Shannon
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.1	Offer letter, dated January 28, 2009, between NVIDIA Corporation and David L. White.

EX-10.1

Exhibit 10.1

January 28, 2009

David L. White

Dear David,

NVIDIA Corporation is pleased to confirm our offer of employment for the position of Executive Vice President and CFO, reporting to Jen-Hsun Huang, based out of the Santa Clara, CA office. The salary for this position will be at a starting rate of $35,416.66 per month, $425,000.00 annually, less payroll deductions and all required withholdings. You will be paid semi-monthly and you will be eligible for the following company benefits: health insurance, time off, holidays, Employee Stock Purchase Plan and a 401(k) Plan. NVIDIA can change your duties, compensation, and benefits at its discretion.

In addition to your base salary, you will be eligible to earn an annual incentive compensation targeted at $385,000.00 less payroll deductions and required holdings (“Annual Incentive Compensation”), which will be pro-rated based on your start date for fiscal year 2010 (February 2009 - January 2010). Your Annual Incentive Compensation will be based on the Company’s performance against certain objectives (50%) and your accomplishment of key objectives established for you by the Company (50%). You must remain employed with the Company through the end of the fiscal year in order to be eligible to receive any Incentive Compensation for that year and remain employed with the Company through the time of the distribution in order to receive any of your Incentive Compensation. As we have discussed, for fiscal year 2010 the Company guarantees your eligibility for payout under the 50% portion linked to individual performance.

Included in this offer is a sign-on bonus of $200,000.00, less standard deductions and withholdings, to be paid in four equal installments on your three month, six month, nine month and 12 month anniversaries, subject to continued employment. This sign-on bonus is intended to be exempt from Section 409A of Internal Revenue Code of 1986, as amended, pursuant to Treasury Regulation Section 1.409A-1(b)(4), and all payments of this bonus will be made not later than March 15, 2010.

Subject to approval by the Compensation Committee of the Board of Directors of NVIDIA Corporation, and to the terms of NVIDIA Corporation’s Equity Incentive Plan, you will receive an option to purchase 450,000 shares of NVIDIA Corporation’s Common Stock at an exercise price 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 in equal quarterly allotments over a four (4) year period, provided you remain employed with NVIDIA.

In the event your employment with the Company is involuntarily terminated (i) within the first twelve (12) months of your employment, and (ii) as a direct result of the successful completion of an Acquisition of the Company, with respect to your initial stock option, as of the date your employment ends, you will vest in (and be able to exercise) the number of shares that would have vested had you remained employed with the Company for one year from the date your employment began. For purposes of this paragraph, an Acquisition of the Company means: (1) the sale or other disposition of all or substantially all of the assets of the Company, other than in connection with a reorganization; (2) a merger, reverse merger or consolidation of the Company where the stockholders immediately prior to the merger do not own fifty percent (50%) of the combined voting power of the surviving corporation after the merger; or (3) the acquisition by any

person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of the Company representing at least fifty percent (50%) of the combined voting power.

Your employment is 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.

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. Please let me know if you have any questions regarding the agreement.

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 Employment Verification letter that lists acceptable documents) when you report to work.

This offer is contingent upon receipt of any export license or other approval that may be required under United States export control laws and regulations. We are not obligated to apply for any export license or other approval that may be required, nor can we guarantee that the United States Government will issue an export license or other approval, in the event that we do file an application.

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. 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 and returning it to me. Please also take time to review and sign the Proprietary Information Agreement and return it as well on or before your start date. If you accept our offer, we would like you to start no later than March 2, 2009. This offer is valid until February 3, 2009.

We are excited about having you join us. We look forward to your favorable reply and to a productive and enjoyable work relationship.

Sincerely,

/s/ Scott P. Sullivan

Scott P. Sullivan

Senior Vice President of Human Resources

NVIDIA Corporation

/s/ David L. White	January 29, 2009	February 27, 2009
Accepted	Date	Starting Date