-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jnh9K5y4u/HGWSo8CBugYXB0j3SGtxnMUVK1o5yK25L1ZIGQUBBxYJjByahFY83K PUB0QnE9o7t5iGelfh+FXQ== 0001197650-05-000001.txt : 20050803 0001197650-05-000001.hdr.sgml : 20050803 20050803183555 ACCESSION NUMBER: 0001197650-05-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NVIDIA CORP CENTRAL INDEX KEY: 0001045810 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943177549 STATE OF INCORPORATION: DE FISCAL YEAR END: 0125 BUSINESS ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 408-486-2000 MAIL ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95050 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/DE DATE OF NAME CHANGE: 20020612 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/CA DATE OF NAME CHANGE: 19980303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JONES HARVEY C CENTRAL INDEX KEY: 0001197650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23985 FILM NUMBER: 05997141 BUSINESS ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESS WAY CITY: SANTA CLARA STATE: CA ZIP: 95050 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-08-01 0001045810 NVIDIA CORP NVDA 0001197650 JONES HARVEY C NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY CA 95050 1 0 0 0 Non-Qualified Stock Option (right to buy) 27.06 2005-08-01 4 A 0 25000 0 A 2011-07-31 Common Stock 25000 25000 D Non-Qualified Stock Option (right to buy) 27.06 2005-08-01 4 A 0 5000 0 A 2011-07-31 Common Stock 5000 5000 D Automatic grant in connection with service on the Board of Directors. The grant shall begin vesting on the second anniversary of the grant date and thereafter shall vest quarterly over one year, being fully vested in 2008, provided that the Reporting Person has attended at least 75% of the Board of Directors meetings in the two year period following the grant date. If the Reporting Person has not attended at least 75% of the Board of Directors meetings in the two year period following the grant date, the grant shall vest 30% on the third anniversary of the grant date, with the remaining 70% vesting on the fourth anniversary of the grant date. If the Reporting Person's service as a director terminates before the second anniversary of the grant date due to disability or death, the grant shall immediately vest and become exercisable on a quarterly pro rata basis. Automatic grant in connection with service on a Committee of the Board of Directors. The grant shall vest on the first anniversary of the grant date, provided that the Reporting Person has attended at least 75% of the Committee meetings in the year following the grant date. If the Reporting Person has attended fewer than 75% of the Committee meetings in the year following the grant date, the grant shall vest 10% per year for each of the first three years after the grant, with the remaining 70% vesting on the fourth anniversary of the grant date. If the Reporting Person's service as a director terminates before the first anniversary of the grant date due to disability or death, the grant shall immediately vest and become exercisable on a monthly pro rata basis. The six-year life of the option represents a modification to the ten-year life prescribed by the terms of the plan. David M. Shannon, Attorney-in-Fact 2005-08-01 EX-24 2 attach_1.htm 

AUTHORIZATION LETTER

July 29, 2005



Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Attn: Filing Desk

To Whom It May Concern:

By means of this letter I authorize David M. Shannon, Marvin D. Burkett and Christine

Lillquist, or any of them individually, to sign on my behalf all forms required under

Section 16(a) of the Securities Exchange Act of 1934, as amended, relating to

transactions involving the stock or derivative securities of NVIDIA Corporation (the

"Company").  Any such individual is accordingly authorized to sign any Form 3, Form 4

or Form 5 or amendment thereto, that I am required to file with the same effect as if I had

signed them myself.

This authorization shall remain in effect until revoked in writing by me or until I am no

longer required to file such forms.

Yours truly,

Harvey C. Jones
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