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NVIDIA
CORPORATION
(Exact
name of registrant as specified in its
charter)
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Delaware
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0-23985
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94-3177549
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2701
San Tomas Expressway, Santa Clara, CA
(Address
of principal executive offices)
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95050
(Zip
Code)
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Item
8.01
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Other
Events.
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As
previously disclosed in a Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 22, 2008, NVIDIA
Corporation entered into Memoranda of Understanding on September 19, 2008
regarding the settlement of the stockholder derivative lawsuits relating
to our historical stock option practices. On November 10, 2008,
the definitive settlement agreements were concurrently filed in the
Chancery Court of Delaware and the United States District Court Northern
District of California and are subject to approval by both such
courts. The settlement agreements do not contain any admission
of wrongdoing or fault on the part of NVIDIA, our board of directors or
executive officers. The terms of the settlement agreements
include, among other things, the agreement by the board of directors to
continue and to implement certain corporate governance changes;
acknowledgement of the prior amendment of certain options through
re-pricings and limitations of the relevant exercise periods; an agreement
by Jen-Hsun Huang, our president and chief executive officer, to amend
certain additional options to increase the aggregate exercise price of
such options by $3.5 million or to cancel options with an intrinsic value
of $3.5 million; an $8.0 million cash payment by our insurance carrier to
NVIDIA; and an agreement to not object to attorneys’ fees to be paid by
NVIDIA to plaintiffs’ counsel of no more than $7.25 million, if approved
by the courts.
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NVIDIA
Corporation
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Date:
November 10, 2008
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By:
/s/ David
M. Shannon
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David
M. Shannon
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Senior
Vice President, General Counsel and
Secretary
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