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): December
19, 2005
NVIDIA
CORPORATION
|
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
0-23985
|
94-3177549
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
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
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))
SECTION
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Jay
Puri
entered into an offer of employment for the position of Senior Vice President
of
Sales with NVIDIA Corporation (“NVIDIA”) effective as of December 19, 2005. The
offer of employment is attached as Exhibit 99.1 and is incorporated herein
by
reference.
Under
the
terms of the offer of employment, Mr. Puri received a sign-on bonus of $100,000,
which shall be paid in equal quarterly installments over the period of one
year,
and an annual salary of $300,000. In addition, Mr. Puri is eligible for up
to
$300,000 of incentive compensation, which shall be pro-rated (8.3%) for fiscal
year 2006 (“Annual Incentive Compensation”). Mr. Puri’s Annual Incentive
Compensation shall be based 50% on the performance of NVIDIA against certain
objectives and 50% based on Mr. Puri’s accomplishment of certain key objectives
set by NVIDIA. Mr. Puri must be employed through the end of the applicable
fiscal year to be eligible to receive any Annual Incentive Compensation.
Subject
to approval by the Board of Directors of NVIDIA, Mr. Puri shall be granted
an
option (the “Option”) to purchase 225,000 shares of NVIDIA common stock, which
shall vest in equal monthly installments over a three year period. Mr. Puri
shall be entitled to accelerated vesting of one year of equivalent vesting
under
his Option if he is involuntarily terminated within 12 months of his hire
date
as a direct result of a merger, consolidation, acquisition or sale of assets
of
NVIDIA.
Mr.
Puri
succeeds NVIDIA Senior Vice President of Sales, Jeff Fisher. Mr. Fisher has
been
named Senior Vice President of the GeForce(R) Business Unit, which includes
desktop and notebook GPU products.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
Exhibit
|
|
Description
|
99.1
|
|
Offer
of employment letter between Jay Puri and NVIDIA Corporation for
the
position of Senior Vice President of Sales, effective as of December
19,
2005.
|
|
|
|
SIGNATURE
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
|
|
|
|
|
|
|
|
By:
/s/ David M. Shannon
|
|
David
M. Shannon
|
Date:
December 22, 2005
|
Vice
President, General Counsel and Secretary
|
|
|
EXHIBIT
INDEX
|
|
|
Exhibit
|
|
Description
|
99.1
|
|
Offer
of employment letter between Jay Puri and NVIDIA Corporation for
the
position of Senior Vice President of Sales, effective as of December
19,
2005.
|
|
|
|
|
|
|