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SECTION
5 - Corporate Governance and
Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
30, 2007, the Compensation Committee of the Board of Directors
of NVIDIA Corporation approved the Fiscal Year 2008 Variable Compensation
Plan, or the 2008 Plan, which is designed to provide variable cash compensation
to our chief executive officer, senior officers, vice presidents, directors,
managers and qualifying senior contributors, or the Participants, as
determined by our Compensation Committee, if certain pre-set corporate and
individual targets are achieved during fiscal 2008. We operate on a 52 or
53-week year, ending on the Sunday nearest January 31. We designate our
fiscal year by the year in which that fiscal year ends; e.g., fiscal 2008
refers
to our fiscal year ending January 27, 2008.
Under
the 2008 Plan, variable cash compensation will be paid to the Participants
if we exceed pre-set threshold, target or maximum adjusted net income levels
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, by the chief executive officer in the case of the senior
officers, by the senior officer to whom a vice president or a director reports
in the case of vice presidents and directors, and based on individual rankings
for managers and other qualifying senior contributors. 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.
Variable
compensation resulting from achievement of the corporate targets is determined
by our Compensation Committee. The achievement of individual targets is
determined by our Compensation Committee in the case of the chief executive
officer and the senior officers, by the senior officer to whom a vice president
or a director reports in the case of vice presidents and directors, and by
the
senior officer or director to whom a manager or senior contributor reports
in
the case of managers and senior contributors.
Our
Board
of Directors and Compensation Committee reserve the right to modify these
targets and criteria at any time or to grant additional variable cash
compensation to the Participants even if the performance targets are not
met.
The 2008
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 their
entirety by, the 2008 Plan.