Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On July 13, 2020, John Dabiri was appointed to the Board of Directors of NVIDIA
Corporation (the "Board").
In connection with his appointment to the Board, Mr. Dabiri was granted pursuant
to our 2007 Amended and Restated Equity Incentive Plan (the "2007 Plan"): (a) an
initial equity grant of 620 restricted stock units, vesting approximately
semi-annually over three years commencing July 13, 2020, and (b) a pro-rated
annual equity grant of 633 restricted stock units, with 277 shares vesting on
November 18, 2020 and 356 shares vesting on May 19, 2021. Additionally, he was
granted a pro-rated annual cash retainer of $66,780, payable starting on July
13, 2020. The 2007 Plan is filed as Exhibit 10.1 to our Current Report on Form
8-K (File No. 0-23985) filed with the Securities and Exchange Commission on June
15, 2020.
In addition, we have entered into an indemnity agreement with Mr. Dabiri in
connection with his service as a member of the Board. The form of indemnity
agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.
0-23985) filed with the Securities and Exchange Commission on March 7, 2006.
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