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1.	To elect six directors nominated by the Board of Directors to hold office until our 2014 Annual Meeting of Stockholders;

2.	To approve the Amended and Restated 2007 Equity Incentive Plan;

3.	To approve our executive compensation;

4.	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 26, 2014; and

5.	To conduct any other business properly brought before the 2013 Annual Meeting.

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•	Proposal 1: To elect six directors nominated by the Board to hold office until our 2014 Annual Meeting of Stockholders;

•	Proposal 2: To approve the Amended and Restated 2007 Equity Incentive Plan;

•	Proposal 3: To approve our executive compensation; and

•	Proposal 4: To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 26, 2014.

•	FOR the election of the six directors nominated by the Board to hold office until our 2014 Annual Meeting of Stockholders;

•	FOR the approval of the Amended and Restated 2007 Equity Incentive Plan;

•	FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

•	FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 26, 2014.

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•	you may submit another properly completed proxy card with a later date;

•	you may send a written notice that you are revoking your proxy to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, Attention: General Counsel/Secretary;

•	you may attend the 2013 Annual Meeting and vote in person; or

•	you may submit another proxy by telephone or Internet after you have already provided an earlier proxy.

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•	Senior Management and Operating Experience.    Directors who have served in senior leadership positions are important to us, as they bring insight to constructively review and assess our operating plan and business strategy.

•	Industry and Technical Expertise.    Because we are a technology, hardware and software provider, education or experience in relevant technology is useful in understanding our research and development efforts, competing technologies, the various products and processes that we develop and the markets in which we compete.

•	Financial Expertise.    Knowledge of accounting and financial reporting processes is important because it assists our directors in understanding, advising and overseeing our financial reporting and internal controls.

•	Public Company Board Experience.    Directors who have served on boards of directors of other public companies have corporate governance experience, a deep understanding of the role and responsibilities of the Board and insight into matters being handled by our Board.

•	Legal Expertise.    Directors who have legal education and experience can assist the Board in fulfilling its responsibilities related to the oversight of our legal and regulatory compliance.

•	Understanding of Our People and Products.    Directors who have an understanding of our people and products are important to us.

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•	increases the aggregate number of shares of our common stock authorized for issuance under the Amended 2007 Plan by 25,000,000 shares;

•	increases the maximum number of shares of our common stock that may be issued pursuant to the exercise of “incentive stock options” under the Amended 2007 Plan to 250,000,000 shares of our common stock;

•

eliminates certain minimum vesting requirements for full value awards (that is, awards other than stock options or stock appreciation rights) in accordance with updated guidelines for equity compensation plans established by certain stockholders (although it is still our general practice to grant full value awards with vesting schedules of at least three years, or at least one year in the case of full value awards that vest upon achievement of performance criteria);

•

for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, (i) confirms the applicable award limits for purposes of compliance with Section 162(m) of the Code, (ii) confirms existing, and adds certain new, performance criteria upon which performance goals may be based with respect to performance awards under the Amended 2007 Plan, and (iii) confirms existing, and adds certain new, permitted means of adjustment when calculating the attainment of performance goals for performance awards granted under the Amended 2007 Plan;

•	clarifies that the prohibition on repricing stock options and stock appreciation rights without prior stockholder approval that applies to “underwater” awards - that is, any outstanding stock option or stock appreciation right with an exercise

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•	extends the term of the Amended 2007 Plan through 2022;

•

adds a provision which subjects all awards granted under the Amended 2007 Plan to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law; and

•	makes certain clarifying changes for ease of administration and conformity with applicable law.

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•	the exercise price of the ISO must be at least 110% of the fair market value of the stock subject to the ISO on the date of grant; and

•	the term of the ISO must not exceed five years from the date of grant.

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(2)

On the day following the 2013 Annual Meeting, each of our non-employee directors will be granted one of the following with an approximate annual value of $225,000: (a) an option to purchase shares of our common stock, (b) a restricted stock unit award covering shares of our common stock, or (c) a 50% combination of each, under the Amended 2007 Plan consistent with the Board’s current policy as described under Director Compensation below. The number of shares subject to such awards granted under the Amended 2007 Plan is determined on the basis of the average fair market value of our common stock over the 60-day period ending three business days prior to the date of grant and, therefore, is not determinable at this time.

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•	determining an appropriate schedule of Board meetings, seeking to ensure that the independent members of the Board can perform their duties responsibly while not interfering with the flow of our operations;

•	working independently or with our chief executive officer, seeking input from all directors, as well as the chief executive officer and other relevant management, as to the preparation of the agendas for Board and committee meetings;

•

advising the Board on a regular basis as to the quality, quantity and timeliness of the flow of information requested by the Board from our management with the goal of providing what is necessary for the independent members of the Board to effectively and responsibly perform their duties, and, although our management is responsible for the preparation of materials for the Board, the Lead Director may specifically request the inclusion of certain material; and

•	coordinating, developing the agenda for, and moderating executive sessions of the independent members of the Board, and acting as principal liaison between the independent members of the Board and the chief executive officer on sensitive issues.

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(1)	Amounts shown in this column do not reflect dollar amounts actually received by the non-employee director. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for awards granted during fiscal year 2013.

(2)	As of January 27, 2013, Messrs. Burgess, Perry and Stevens held RSUs for the following aggregate number of shares of our common stock: Mr. Burgess, RSUs for 8,141 shares; Mr. Perry, RSUs for 8,141 shares; and Mr. Stevens, RSUs for 4,070 shares.

(3)

As of January 27, 2013, each non-employee director held stock options to purchase the following aggregate number of shares of our common stock: Mr. Burgess, options to purchase 66,041 shares; Mr. Coxe, options to purchase 258,269 shares; Mr. Gaither, options to purchase 258,269 shares; Mr. Jones, options to purchase 255,320 shares; Mr. Miller, options to purchase 258,269 shares; Mr. Perry, options to purchase 211,000 shares; Mr. Seawell, options to purchase 252,269 shares; and Mr. Stevens, options to purchase 58,634 shares.

(4)

On May 18, 2012, each of Messrs. Burgess and Perry received an RSU grant for 16,281 shares as the equity portion of compensation for his service on the Board and committees. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled “Stock-Based Compensation” in our Annual Report on Form 10-K for fiscal year 2013, filed with the SEC on March 12, 2013.

(5)

On May 18, 2012, each of Messrs. Coxe, Gaither, Jones, Miller and Seawell received a stock option to purchase 47,269 shares as the equity portion of compensation for his service on the Board and committees with an exercise price of $12.08 per share, which was the closing price of our common stock as reported by NASDAQ on May 18, 2012. The grant date fair value per share for these awards as determined under FASB ASC Topic 718 was $4.11. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled “Stock-Based Compensation” in our Annual Report on Form 10-K for fiscal year 2013, filed with the SEC on March 12, 2013.

(6)

On May 18, 2012, Mr. Stevens received (a) a stock option to purchase 23,634 shares with an exercise price of $12.08 per share, which was the closing price of our common stock as reported by NASDAQ on May 18, 2012, and (b) an RSU grant for 8,140 shares as the equity portion of compensation for his service on the Board and committees. The grant date fair value per share for this option award as determined under FASB ASC Topic 718 was $4.11. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled “Stock-Based Compensation” in our Annual Report on Form 10-K for fiscal year 2013, filed with the SEC on March 12, 2013.

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(1)	Audit fees included fees for the audit of our consolidated financial statements, the audit of our internal control over financial reporting, reviews of our quarterly financial statements and annual report, reviews of SEC registration statements and related consents and fees related to statutory audits of some of our international entities.

(2)	Tax fees consisted of fees for tax compliance and consultation services.

(3)	All other fees consisted of fees for products or services other than those included above, including payment to PwC related to the use of an accounting regulatory database and an operational audit service associated with carbon emissions reporting.

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•	each director and nominee for director;

•	each of the executive officers named in the Summary Compensation Table;

•	all of our directors and executive officers as a group; and

•	all those known by us to be beneficial owners of more than five percent or more of our common stock.

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(1)

This table is based upon information provided to us by our executive officers and directors. Information about principal stockholders, other than percentages of beneficial ownership, is based solely on Schedules 13G or 13G/A filed with the SEC. Unless otherwise indicated in the relevant footnote to this table and subject to community property laws where applicable, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages of beneficial ownerships are based on 616,756,134 shares of our common stock outstanding as of January 27, 2013, adjusted as required by SEC rules.

(2)

Includes (i) 19,659,091 shares of common stock held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun and Lori Huang Living Trust, u/a/d May 1, 1995, or the Huang Trust; (ii) 1,237,239 shares of common stock held by J. and L. Huang Investments, L.P., of which the Huang Trust is the general partner; (iii) 584,000 shares of common stock held by The Huang 2012 Irrevocable Trust, of which Mr. Huang and Mr. Huang’s wife are co-trustees; (iv) 39,687 shares of common stock held by the Jen-Hsun Huang 2009 Annuity Trust, of which Mr. Huang is trustee; and (v) 39,687 shares of common stock held by the Lori Lynn Huang 2009 Annuity Trust, of which Mr. Huang’s wife is trustee. By virtue of their status as co-trustees of the Huang Trust and The Huang 2012 Irrevocable Trust, each of Jen-Hsun Huang and Lori Huang may be deemed to have shared beneficial ownership of the 19,659,091 shares held by the Huang Trust, the 1,237,239 shares held by J. and L. Huang Investments, L.P. and the 584,000 shares held by The Huang 2012 Irrevocable Trust, and to have shared power to vote or to direct the vote or to dispose of or direct the disposition of such securities.

(3)	Includes 110,800 shares of common stock held by the Shannon Revocable Trust, of which Mr. Shannon and his wife are co-trustees and of which Mr. Shannon exercises shared voting and investment power.

(4)

Represents (i) 171,312 shares of common stock held in a retirement trust over which Mr. Coxe exercises sole voting and investment power. Mr. Coxe disclaims beneficial ownership in these shares except as to his pecuniary interest in the shares, and (ii) 1,335,421 shares held in the Coxe Revocable Trust, or the Coxe Trust, of which Mr. Coxe and his wife are co-trustees and of which Mr. Coxe exercises shared voting and investment power. Mr. Coxe disclaims beneficial ownership in the shares held by the Coxe Trust, except to the extent of his pecuniary interest therein.

(5)	Represents shares held by the James C. Gaither Revocable Trust U/A/D 9/28/2000, of which Mr. Gaither is the trustee and of which Mr. Gaither exercises sole voting and investment power.

(6)

Represents (i) 750,000 shares of common stock held in the H.C. Jones Living Trust, of which Mr. Jones is trustee and of which Mr. Jones exercises sole voting and investment power, (ii) 71,760 shares of common stock owned by ACK Family Partners, L.P., of which Mr. Jones is a general partner and of which Mr. Jones exercises shared voting and investment power, and (iii) (a) 3,900 shares of common stock owned by the Gregory C. Jones Trust, of which Mr. Jones is co-trustee and of which Mr. Jones exercises shared voting and investment power, (b) 3,900 shares of common stock owned by the Carolyn E. Jones Trust, of which Mr. Jones is a co-trustee and of which Mr. Jones exercises shared voting and investment power and (c) 3,900 shares of common stock owned by the Harvey C. Jones III Trust, of which Mr. Jones is a co-trustee and of which Mr. Jones exercises shared voting and investment power, collectively, the Jones Children Trusts. Mr. Jones disclaims beneficial ownership of the 71,760 shares of common stock held by ACK Family Partners, L.P., except to the extent of his pecuniary interest therein. Mr. Jones disclaims beneficial ownership of the 11,700 shares of common stock held by the Jones Children Trusts, except to the extent of his pecuniary interest therein.

(7)	Represents shares held by the Millbor Family Trust, of which Mr. Miller and his wife are co-trustees and of which Mr. Miller exercises shared voting and investment power.

(8)	Includes 50,000 shares held by The Perry & Pena Family Trust, of which Mr. Perry and his wife are co-trustees and of which Mr. Perry exercises shared voting and investment power.

(9)	Represents shares held by the Rosemary & A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which Mr. Seawell and his wife are co-trustees and of which Mr. Seawell exercises shared voting and investment power.

(10)	Includes 2,045,866 shares held by the 3rd Millennium Trust, of which Mr. Stevens and his wife are co-trustees and of which Mr. Stevens exercises shared voting and investment power.

(11)	Includes shares owned by all directors and executive officers listed in this beneficial ownership table.

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(12)

This information is based solely on a Schedule 13G/A, dated February 13, 2013, filed with the SEC on February 14, 2013 by FMR LLC, or FMR, reporting its beneficial ownership as of December 31, 2012. The Schedule 13G/A reports that FMR has sole voting power with respect to 7,821,990 shares and sole dispositive power with respect to 79,493,211 shares. FMR is located at 82 Devonshire Street, Boston, Massachusetts 02109.

(13)

This information is based solely on a Schedule 13G/A, dated February 7, 2013, filed with the SEC on February 11, 2013 by The Vanguard Group, Inc., or Vanguard, reporting its beneficial ownership as of December 31, 2012. The Schedule 13G/A reports that Vanguard has sole voting power with respect to 1,070,065 shares and sole dispositive power with respect to 36,634,507 shares. Vanguard is located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(14)

This information is based solely on a Schedule 13G, dated February 4, 2013, filed with the SEC on January 30, 2013 by BlackRock, Inc., or BlackRock, reporting its beneficial ownership as of December 31, 2012. The Schedule 13G reports that BlackRock has sole voting power with respect to 32,149,359 shares and sole dispositive power with respect to 32,149,359 shares. BlackRock is located at 40 East 52nd Street, New York, New York 10022.

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•	We do not have employment contracts or severance agreements with any of our executive officers. All of our executive officers are “at will” employees of NVIDIA.

•	We do not offer change-in-control benefits to any of our executive officers, except for the change-in-control vesting acceleration provisions in our equity plans that are applicable to all holders of stock awards under such plans in the event that an acquiring company does not assume or substitute such outstanding stock awards.

•	We do not offer any of our executive officers any tax reimbursements or supplemental retirement benefits, and none of them receive any perquisites or change-in-control benefits that are not available to all NVIDIA employees.

•	We have stock ownership guidelines for our executive officers and directors. Each of our executive officers and directors has exceeded these guidelines. As shown above under Security Ownership of Certain Beneficial Owners and Management, as of January 27, 2013, based on the closing price of our common stock of $12.41 on the last trading day of fiscal 2013:

◦	Our CEO has beneficial ownership of shares (including both shares owned at, and shares he had the right to acquire within 60 days of, January 27, 2013) of our common stock having a value in excess of 370 times his base salary; and

◦

Each of our other executive officers has beneficial ownership of shares (including both shares owned at, and shares that such executive officers had the right to acquire within 60 days of, January 27, 2013) of our common stock having a value in excess of 14 times their respective base salaries (except Ms. Burns, who serves in an interim role and who has beneficial ownership of shares of our common stock having a value in excess of 2.5 times her base salary).

•	We enforce a “no-hedging” policy that prohibits our directors and executive officers from hedging the economic interest in the NVIDIA shares they hold.

•	Since 2009, we have maintained a “clawback” policy for the recovery of performance-based compensation in the event of a financial restatement that, with respect to our executive officers, does not require individual misconduct to be enforced.

•	We review the external marketplace and make internal comparisons among the executive officers when making compensation determinations. The Compensation Committee does not benchmark to specific levels, but rather reviews external marketplace data as one of many factors considered when establishing executive compensation.

•	We structure our executive compensation programs to minimize inappropriate risk-taking by our executives, including capping award levels under the annual variable cash compensation plan.

•

Our executive compensation is heavily weighted toward at-risk, performance-based compensation. In fiscal 2013, approximately 86% of our CEO’s target direct compensation and an average of 51% of our other executive officers’ target direct compensation was in the form of variable cash compensation and stock options that had an exercise price equal to 100% of the fair market value of our common stock on the date of grant.

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•	Our revenue grew 7% in fiscal 2013 to a record $4.28 billion at a time when much of the PC industry contracted.

•	GPU revenue grew, up 2% overall even though we are winding down our chipset business.

•	Tegra revenue related to phones and tablets grew 50%, driven by wins for Tegra 3 in the tablet market. Building on this momentum, we introduced Tegra 4 near the year’s end and the following month unveiled Tegra 4i, our first chip to combine an application processor with an LTE modem.

•	Gross margins and cash hit record levels, even as we invested for future growth.

•	We returned nearly $150 million in cash to stockholders through implementation of our first ever dividend program and extension of our stock repurchase program.

•	We introduced our first fully integrated products - NVIDIA SHIELD and NVIDIA GRID. NVIDIA SHIELD is an Android-based gaming device powered by our Tegra 4 processor and NVIDIA GRID is a first-of-its-kind visual computing appliance built around the GPU.

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•	the provision of other services to NVIDIA by Exequity;

•	the amount of fees paid to Exequity by NVIDIA as a percentage of Exequity’s total revenue;

•	Exequity’s policies and procedures that are designed to prevent conflicts of interest;

•	any business or personal relationship of Exequity or the individual compensation advisors employed by Exequity with an NVIDIA executive officer;

•	any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and

•	any NVIDIA stock owned by Exequity or the individual compensation advisors employed by Exequity.

•	reviewed and provided recommendations on the composition of peer groups;

•	analyzed the Radford survey data;

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•	conducted an independent analysis and review of the compensation arrangements for our CEO and provided recommendations to the Compensation Committee regarding base salary, variable cash compensation and equity grant level for our CEO;

•	conducted a review of compensation for our Board, and provided recommendations to the Compensation Committee and the Board regarding Board pay structure;

•	updated the Compensation Committee on emerging trends/best practices in the area of executive and Board compensation;

•	reviewed and provided feedback on our compensation risk analysis; and

•	reviewed the Compensation Discussion and Analysis for inclusion in this proxy statement.

•	the philosophy that the total compensation opportunity and the percentage of total compensation “at risk” should increase with the level of responsibility--for example, because the CEO has overall responsibility for our entire company, his total compensation opportunity is significantly greater, as is his percentage of performance-based compensation;

•	internal pay equity--that is, we assess an executive officer’s responsibilities, the scope of the executive officer’s position and the complexity of the department or function the executive officer manages, relative to the executive officer’s internal peers, and set compensation levels within a relatively narrow band for comparably situated executives;

•	the Company’s performance, operating budget and expected financial constraints;

•	the trends in compensation paid to similarly situated officers at our Executive Peers (as defined below);

•	the 25th, 50th and 75th percentiles of compensation paid to similarly situated executive officers at our Executive Peers;

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•	an executive officer’s historical and anticipated performance;

•	the need to motivate executive officers to address particular business challenges that are unique to any given year;

•	the independent judgment of the members of our Compensation Committee;

•	our CEO’s recommendations, because of his direct knowledge of the results delivered and leadership demonstrated by each executive officer;

•	a review of an executive officer’s current total compensation; and

•	the total compensation cost and stockholder dilution resulting from executive compensation actions as we believe this helps us maintain a responsible cost structure for our compensation programs.

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Mr. Huang: The Compensation Committee increased Mr. Huang’s base salary by 6.25%, in part because of Mr. Huang’s long history with NVIDIA as a founder and his responsibility for the operations and performance of the entire Company. As discussed above, the Compensation Committee reviewed the peer data as a reference point in determining whether Mr. Huang’s salary is reasonable given his years of experience successfully leading the Company, his role and scope of responsibilities relative to our peers and companies with whom we compete for talent and his total direct target compensation which emphasizes performance-based pay. The Compensation Committee also took into consideration the shift in pay mix discussed above.

•

Ms. Burns: The Compensation Committee increased Ms. Burns’s base salary by 16.67% to recognize her significant contributions to the Company since assuming the role of Interim CFO in March 2011, the fact that she has served as Interim CFO for a longer period than initially expected and because of her increased level of responsibility and the size and complexity of her role. With respect to Ms. Burns, the Compensation Committee reviewed the Executive Peer data for vice presidents of finance and chief financial officers, since her current role with the Company is reflective of both of these positions. Because Ms. Burns has not been eligible to participate in the Company’s variable cash compensation plan, or the Variable Plan, base salary comprises a larger percentage of her total cash compensation opportunity. Her base salary was higher relative to vice presidents of finance at our Executive Peers, but lower relative to chief financial officers at our Executive Peers.

•	Mr. Puri: The Compensation Committee increased Mr. Puri’s base salary by 15%, in part to reflect our decision to create a more stable cash compensation component of pay for our executive officers and in part to recognize his contributions in fiscal 2012.

•	Mr. Shannon: The Compensation Committee increased Mr. Shannon’s base salary by 15%, in part to reflect our decision to create a more stable cash compensation component of pay for our executive officers and in part to recognize his contributions in fiscal 2012.

•	Ms. Shoquist: The Compensation Committee increased Ms. Shoquist’s base salary by 20%, in part to reflect our decision to create a more stable cash compensation component of pay for our executive officers and in part to recognize her contributions in fiscal 2012.

(1)

As explained above, Ms. Burns was not eligible to participate in our Variable Plan for fiscal 2013 and, as a result, had a higher base salary. Her base salary was at approximately the 90th percentile of vice presidents of finance at our Executive Peers but approximately the 25th percentile of chief financial officers at our Executive Peers. Her total cash opportunity was between the 75th and 90th percentile of vice presidents of finance at our Executive Peers and below the 10th percentile for chief financial officers at our Executive Peers.

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(1)	Ms. Burns, as Interim CFO, was not eligible to participate in the Variable Plan but she received a discretionary cash award for fiscal 2013 performance as explained below.

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Mr. Huang: The Compensation Committee determined that Mr. Huang achieved the following individual performance goals in fiscal 2013: led the Company in the achievement of record revenues and gross margins, identified new growth drivers for our business model and announced two new businesses (GRID and SHIELD). As a result of these achievements, the Compensation Committee approved an Individual Component payout to Mr. Huang of 100% of his Individual Target Amount.

•

Mr. Puri: The Compensation Committee determined that Mr. Puri achieved the following performance goals in fiscal 2013: assisted the Company in achieving record revenues and gross margins, assisted the Company in gaining market share in key businesses to offset the decline in the PC industry, achieved key design wins and improved the sales organization and processes. As a result of these achievements, the Compensation Committee approved an Individual Component payout to Mr. Puri of 100% of his Individual Target Amount.

•

Mr. Shannon: The Compensation Committee determined that Mr. Shannon achieved the following performance goals in fiscal 2013: successfully led the legal team on litigation, including several patent disputes, developed legal infrastructure for new key businesses, led the legal team in streamlining the patent process which led to record number of original patent applications, took over leadership of the human resources function and took steps to reduce legal expenses. As a result of these achievements, the Compensation Committee approved an Individual Component payout to Mr. Shannon of 100% of his Individual Target Amount.

•

Ms. Shoquist: The Compensation Committee determined that Ms. Shoquist achieved the following performance goals in fiscal 2013: implemented key cost reduction strategies that contributed to the Company’s record gross margins, expanded or established new processes to drive efficiencies and savings, improved product reliability and reduce delivery time and improved staffing in operations function. As a result of these achievements, the Compensation Committee approved an Individual Component payout to Ms. Shoquist of 100% of her Individual Target Amount.

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(1)	Ms. Burns’s equity grants were between the 50th and 75th percentiles for vice presidents of finance at our Executive Peers, but below the 10th percentile for chief financial officers at our Executive Peers.

(2)

Mr. Puri’s equity grants were below the 25th percentile of equity grants for executive vice presidents of worldwide sales at our Executive Peers because only a limited number of our Executive Peers provide peer data for positions comparable to Mr. Puri’s. As a result, there was a very narrow range of values between the 25th, 50th and 75th percentiles. After considering the peer data as well as reviewing internal pay equity (including the desire to ensure that Mr. Puri’s total compensation opportunity remains comparable to that of our executive officers other than the CEO), the Compensation Committee determined that the value of Mr. Puri’s equity grants was appropriate.

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•	Our CEO or CFO will be required to disgorge to us the net after-tax amount of that portion of the variable compensation payment that would not have been payable if the original interim or annual financial statements reflected the Restatement; and

•

The Board or the committee of independent directors may require any other officer or employee to repay to us all (or a portion of) the variable compensation payment that would not have been payable if the original interim or annual financial statements reflected the Restatement, as determined by the Board or such committee in its sole discretion. In using its discretion, the Board or the independent committee may consider whether such person was involved in the preparation of our financial statements or otherwise caused the need for the Restatement and may, to the extent permitted by applicable law, recoup amounts by (1) requiring partial or full repayment by such person of any variable or incentive compensation or any gains realized on the exercise of stock options or on the open-market sale of vested shares, (2) cancelling (in full or in part) any outstanding equity awards held by such person and/or (3) adjusting the future compensation of such person.

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•	Our CEO had beneficial ownership of shares (including both shares owned at, and shares he had the right to acquire within 60 days of, January 27, 2013) of our common stock having a value in excess of 370 times his base salary;

•	Each of our other executive officers (other than Ms. Burns) had beneficial ownership of shares (including both shares owned at, and shares that such executive officers had the right to acquire within 60 days of January 27, 2013) of our common stock having a value in excess of 14 times their respective base salaries; and

•	Ms. Burns had beneficial ownership of shares (including both shares owned at, and shares that she had the right to acquire within 60 days of January 27, 2013) of our common stock having a value in excess of 2.5 times her base salary).

•	New Hire Grants.  The grant date for new employees is the sixth (6th) business day of the month following the new employee’s start date. New hire grants to executive officers are made as part of our monthly process that includes grants to all recently hired employees. The exercise price of all new hire grants is equal to the closing price of our common stock on the grant date.

•

Semi-Annual Grants.  The Compensation Committee makes grants semi-annually to our executive officers on the third (3rd) Wednesday of March and the third (3rd) Wednesday of September, consistent with our policy for other employees (unless such a date falls during a blackout period under our insider trading policy, in which case, semi-annual grants will be made on the day on which the blackout period ends). During the first quarter of the fiscal year, the Compensation

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Other Grants.  All other grants to existing executive officers and employees throughout the year, which we call off-cycle grants, will have a grant date of the sixth (6th) business day of the month subsequent to the date of the event leading to the grant, provided that the grant is approved on or prior to such grant date. No off-cycle grants may be granted to our executive officers during blackout periods under our insider trading policy. Instead, they will be made as part of the next monthly grant cycle when the trading window is open. Also, the Compensation Committee must approve any off cycle grants to executive officers. No off-cycle grants were made to our executive officers during fiscal 2013.

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•

our compensation program encourages our executives to remain focused on both our short-term and long-term goals. For example, while our variable cash compensation plans measured performance on an annual basis in fiscal 2013, our equity awards vest in installments over four years, with the first installment not vesting until the first anniversary of the grant date, which we believe encourages our employees to focus on the long-term performance of NVIDIA. Annual variable pay is not awarded below the executive level;

•	we design our variable cash compensation programs for executives so that payouts are based on achievement of both individual and corporate performance targets. With respect to the corporate target, we use operating income as a financial metric, which the Compensation Committee believes is a financial metric that drives long-term stockholder value, and we cap the potential award payout;

•	we have internal controls over our financial accounting and reporting, including operating income, which is used to measure and determine the eligible compensation award under our plan;

•	financial plan target goals and final awards under the Variable Plan are approved by the Compensation Committee;

•	we have a compensation recovery policy applicable to all employees that allows NVIDIA to recover compensation paid in situations of fraud or material financial misconduct;

•	we have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ interests with those of our stockholders; and

•	we prohibit all hedging transactions involving our common stock which prevents our employees from insulating themselves from the effects of NVIDIA stock price performance.

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(1)	In fiscal year 2010, we introduced RSUs as a form of equity compensation to all employees, including executive officers. In fiscal years 2011, 2012 and 2013, our named executive officers (except Mr. Huang) received as equity compensation a combination of RSUs and stock options.

(2)

Amounts shown in this column do not reflect dollar amounts actually received by the named executive officer. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for the respective fiscal year. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled “Stock-Based Compensation” in our Annual Report on Form 10-K for fiscal year 2013, filed with the SEC on March 12, 2013.

(3)

As applicable, reflects amounts earned in fiscal years 2013, 2012 and 2011 and paid in March 2013, March 2012 and March 2011, respectively, pursuant to our 2013 Variable Compensation Plan, 2012 Variable Compensation Plan and 2011 Variable Compensation Plan, respectively. For further information please see the discussion in our Compensation Discussion and Analysis beginning on page 40 of this proxy statement.

(4)	Represents the premium and imputed income for group term life insurance, which we provide to all our employees.

(5)	Represents: (i) an award of $750 for the filing of a patent of which Mr. Huang is an inventor with the U.S. Patent and Trademark Office, or the PTO. Awards are made to all NVIDIA employees whose patents are filed by NVIDIA with the PTO; and (ii) $2,293 of premium and imputed income for group term life insurance, which we provide to all our employees.

(6)	Ms. Burns became our Vice President and Interim Chief Financial Officer in March 2011. As such, disclosure of Ms. Burns’ compensation for fiscal year 2011 is not presented.

(7)	Represents a discretionary cash award to Ms. Burns, who became our Vice President and Interim Chief Financial Officer in March 2011. Given the anticipated interim nature of her role, she was not appointed to our executive staff, or EStaff, and therefore was not an eligible participant in our 2012 Variable Compensation Plan or 2013 Variable Compensation Plan.

(8)	Represents: (i) $2,078 in premium and imputed income for group term life insurance, which we provide to all our employees; and (ii) $316 to purchase a Tegra phone pursuant to our Tegra subsidy program available to all employees.

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(9)	Represents: (i) $1,327 in premium and imputed income for group term life insurance, which we provide to all our employees; and (ii) $105 in value of gift card given to Ms. Burns before she was appointed as our Vice President and Interim Chief Financial Officer.

(10)	Represents: (i) $5,298 in premium and imputed income for group term life insurance, which we provide to all our employees; and (ii) $7,676 of imputed income for provision of medical insurance for an additional person.

(11)	Represents: (i) $5,298 in premium and imputed income for group term life insurance, which we provide to all our employees; and (ii) $7,824 of imputed income for provision of medical insurance for an additional person.

(12)	Represents: (i) $5,050 in premium and imputed income for group term life insurance, which we provide to all our employees; and (ii) $7,848 of imputed income for provision of medical insurance for an additional person.

(13)	Represents: (i) $5,298 in premium and imputed income for group term life insurance, which we provide to all our employees; and (ii) $149 in value of gift card.

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(1)	Represents possible awards under our 2013 Variable Compensation Plan as further explained in the section titled Compensation Discussion and Analysis beginning on page 40 of this proxy statement.

(2)

Amounts shown in this column do not reflect dollar amounts actually received by the named executive officer. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for the awards. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled “Stock-Based Compensation” in our Annual Report on Form 10-K for fiscal year 2013, filed with the SEC on March 12, 2013.

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(3)	Represents stock options granted to our named executive officers in the first quarter of fiscal year 2013 pursuant to the 2007 Plan. The Compensation Committee approved these grants on March 8, 2012 for grant on March 21, 2012, the same day that semi-annual grants were made to all of our other eligible employees.

(4)	Represents the closing price of our common stock as reported by NASDAQ on March 21, 2012, which is the exercise price of stock option grants made under the 2007 Plan.

(5)	Represents stock options granted to our named executive officers in the third quarter of fiscal year 2013 pursuant to the 2007 Plan. The Compensation Committee approved these grants on August 22, 2012 for grant on September 19, 2012, the same day that semi-annual grants were made to all of our other eligible employees.

(6)	Represents the closing price of our common stock as reported by NASDAQ on September 19, 2012, which is the exercise price of stock option grants made under the 2007 Plan.

(7)	Represents RSUs granted to Messrs. Puri and Shannon and Mses. Burns and Shoquist in the first quarter of fiscal year 2013 pursuant to the 2007 Plan. The Compensation Committee approved these grants on March 8, 2012 for grant on March 21, 2012, the same day that semi-annual grants were made to all of our other eligible employees. There is no purchase price associated with RSUs.

(8)	Represents RSUs granted to Messrs. Puri and Shannon and Mses. Burns and Shoquist in the third quarter of fiscal year 2013 pursuant to the 2007 Plan. The Compensation Committee approved these grants on August 22, 2012 for grant on September 19, 2012, the same day that semi-annual grants were made to all of our other eligible employees. There is no purchase price associated with RSUs.

(9)	Ms. Burns became our Vice President and Interim Chief Financial Officer in March 2011 but, given the interim nature of her role, she was not appointed to our Estaff. Ms. Burns was not eligible to participate in the 2013 Variable Compensation Plan as this plan is only available to Estaff members.

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(1)	Represents the closing price of our common stock as reported by NASDAQ on the last trading day prior to the date of grant which is the exercise price of stock option grants made pursuant to our 1998 Plan.

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(2)	Represents the closing price of our common stock as reported by NASDAQ on the date of grant which is the exercise price of stock option grants made pursuant to our 2007 Plan.

(3)	The option vested as to 50% of the shares on February 15, 2013, and vests as to the remaining 50% of the shares on May 15, 2013.

(4)	The option vests as to 50% of the shares on August 15, 2013, and vests as to the remaining 50% of the shares on November 15, 2013.

(5)

In connection with the settlement of the stockholder derivative lawsuits relating to our historical stock option practices, effective May 7, 2009, NVIDIA and Mr. Huang agreed to amend the stock options granted to Mr. Huang on March 31, 2006, March 21, 2007 and March 19, 2008 to increase the aggregate exercise price of options exercisable for an aggregate of 700,747 shares held by Mr. Huang by $3.5 million.

(6)	The option vests as to 50% of the shares on February 15, 2014, and vests as to the remaining 50% of the shares on May 15, 2014.

(7)	The option vests as to 50% of the shares on August 15, 2014, and vests as to the remaining 50% of the shares on November 15, 2014.

(8)	The option vested as to 25% of the shares on September 15, 2011, and vests as to 6.25% at the end of each quarterly period thereafter such that the option will be fully vested on September 15, 2014.

(9)	The option vested as to 25% of the shares on March 16, 2012, and vests as to the remaining 75% of the shares in equal quarterly installments over the next three years such that the option will be fully vested on March 16, 2015.

(10)	The option vested as to 25% of the shares on September 21, 2012, and vests as to the remaining 75% of the shares in equal quarterly installments over the next three years such that the option will be fully vested on September 21, 2015.

(11)	The option vested as to 25% of the shares on March 21, 2013, and vests as to the remaining 75% of the shares in equal quarterly installments over the next three years such that the option will be fully vested on March 21, 2016.

(12)	The option vests as to 25% of the shares on September 19, 2013, and vests as to the remaining 75% of the shares in equal quarterly installments over the next three years such that the option will be fully vested on September 19, 2016.

(13)	The option vested as to 25% of the shares on June 17, 2012, and vested as to the remaining 75% of the shares in equal quarterly installments over the next nine months such that the option was fully vested on March 17, 2013.

(14)	The option vested as to 25% of the shares on December 1, 2011, and vests as to the remaining 75% of the shares in equal quarterly installments over the next three years such that the option will be fully vested on December 1, 2014.

(15)	The RSU vested as to 50% on September 19, 2012, and vested as to 50% on March 20, 2013.

(16)	Calculated by multiplying the number of RSUs by the closing price ($12.41) of NVIDIA’s common stock on January 25, 2013, the last trading day before the end of our fiscal year 2013, as reported by NASDAQ.

(17)	The RSU vested as to 25% on September 21, 2011, and vests as to 12.50% every six months thereafter over the next three years such that the RSU will be fully vested on September 17, 2014.

(18)	The RSU vested as to 25% on March 21, 2012, and vests as to 12.50% every six months thereafter over the next three years such that the RSU will be fully vested on March 18, 2015.

(19)	The RSU vested as to 25% on September 19, 2012, and vests as to 12.50% every six months thereafter over the next three years such that the RSU will be fully vested on September 16, 2015.

(20)	The RSU vested as to 25% on March 20, 2013, and vests as to 12.50% every six months thereafter over the next three years such that the RSU will be fully vested on March 16, 2016.

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(21)	The RSU will vest as to 25% on September 18, 2013, and vests as to 12.50% every six months thereafter over the next three years such that the RSU will be fully vested on September 21, 2016.

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(1)	Mr. Huang exercised and sold 750,000 shares during fiscal year 2013 pursuant to the terms of a 10b5-1 Sales Plan entered into by Mr. Huang in October 2011. Mr. Huang also exercised stock options for an additional 375,000 shares during fiscal year 2013 for an aggregate exercise price of $3,406,500 which he still holds as of the date of this proxy statement.

(2)

The value realized by Mr. Huang upon the exercise and sale of the 750,000 shares represents the difference between the exercise price per share of the stock option and the sales price of the shares of common stock. The value realized was determined without considering any taxes that may have been owed. The exercise price of each such stock option was equal to the closing price of our common stock as reported by NASDAQ on the date of grant. The value realized on exercise of the additional 375,000 shares represents the difference between the exercise price per share of the stock option and the closing price of the shares of our common stock as reported by NASDAQ on the date of exercise.

(3)	The number of shares acquired on vesting includes an aggregate of 3,108 shares that were withheld to pay taxes due upon vesting. The value realized on vesting represents the number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by NASDAQ on the date of vesting.

(4)	The number of shares acquired on vesting includes an aggregate of 10,069 shares that were withheld to pay taxes due upon vesting. The value realized on vesting represents the number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by NASDAQ on the date of vesting.

(5)	The number of shares acquired on vesting includes an aggregate of 11,662 shares that were withheld to pay taxes due upon vesting. The value realized on vesting represents the number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by NASDAQ on the date of vesting.

(6)	The number of shares acquired on vesting includes an aggregate of 10,758 shares that were withheld to pay taxes due upon vesting. The value realized on vesting represents the number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by NASDAQ on the date of vesting.

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(1)

This row includes our 2007 Plan (which is intended as the successor to and continuation of our 1998 Plan, our 1998 Non-Employee Directors’ Stock Option Plan, our 2000 Nonstatutory Equity Incentive Plan and the PortalPlayer, Inc. 2004 Stock Incentive Plan), our 1998 Employee Stock Purchase Plan and our 2012 Employee Stock Purchase Plan. Of these shares, 52,561,635 shares remained available for the grant of future rights under our 2012 Employee Stock Purchase Plan and 183,000 shares remained available for the grant of future rights under our 1998 Employee Stock Purchase Plan as of January 27, 2013. Under our 2012 Employee Stock Purchase Plan and 1998 Employee Stock Purchase Plan, participants are permitted to purchase our common stock at a discount on certain dates through payroll deductions within a pre-determined purchase period. Accordingly, these numbers are not determinable.

(2)	Represents the weighted-average exercise price of outstanding stock options only.

(3)	This row represents the 2000 Nonstatutory Equity Incentive Plan, the PortalPlayer, Inc. 2004 Stock Incentive Plan and the PortalPlayer, Inc. 1999 Stock Option Plan, which are described below.

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(i)	To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each Award will be granted; (C) what type or combination of types of Award will be granted; (D) the

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(ii)

To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.

(iii)	To settle all controversies regarding the Plan and Awards granted under it.

(iv)	To accelerate the time at which a Stock Award may be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may be exercised or the time during which it will vest (or at which cash or shares of Common Stock may be issued).

(v)	To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.

(vi)

To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to receive Awards under the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards available for issuance under the Plan, but only to the extent required by applicable law or listing requirements. Except as otherwise provided in the Plan or an Award Agreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.

(vii)

To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding Incentive Stock Options, or (iii) Rule 16b-3.

(viii)

To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, except with respect to amendments that disqualify or impair the status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be materially impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as an Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and the related guidance thereunder, or (C) to comply with other applicable laws.

(ix)	Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(x)	To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed or located outside the United States.

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(i)

General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii)

Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards to eligible persons who are either (I) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, and/or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

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(i)

Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited to or repurchased by the Company at their original exercise or purchase price pursuant to the Company’s reacquisition or repurchase rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or repurchased by the Company, shall revert to and again become available for issuance under the Plan.

(ii)

Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “net exercised”) or an appreciation distribution in respect of a Stock Appreciation Right is paid in shares of Common Stock, the number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under the Plan. If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld in satisfaction of the withholding of taxes incurred in connection with the exercise of an Option, Stock Appreciation Right, or the issuance of shares under a Restricted Stock Award or Restricted Stock Unit Award pursuant to Section 8(h), the number of shares that are not delivered to the Participant shall not remain available for subsequent issuance under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then the number of shares so tendered shall not remain available for subsequent issuance under the Plan.

(i)	Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more than 2,000,000 shares of Common Stock;

(ii)	Performance Stock Awards covering more than 2,000,000 shares of Common Stock; and

(iii)	Performance Cash Award with a value of more than $6,000,000.

(e)	Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

4.	Eligibility.

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5.	Provisions Relating to Options and Stock Appreciation Rights.

(i)	by cash, check, bank draft, money order or electronic funds transfer payable to the Company;

(ii)	pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii)

if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(iv)	in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.

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(i)

Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections (ii) and (iii) below) and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with applicable tax and securities laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.

(ii)	Domestic Relations Orders. Notwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic relations order or official marital settlement agreement; provided, however, that an Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii)

Beneficiary Designation. Notwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (or the designated broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws or difficult to administer.

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6.	Provisions of Stock Awards other than Options and SARs.

(i)	Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or electronic funds transfer payable to the Company, (B) past services rendered to the Company or an Affiliate,

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(ii)

Vesting. Shares of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of termination of Continuous Service.

(iii)	Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may receive via a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv)

Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v)	Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

(i)

Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

(ii)

Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of the date of termination of Continuous Service.

(iii)	Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv)	Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v)

Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

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(vi)	Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

(i)

Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his or her death, then the Performance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully vested, as of the date of death, and shares thereunder will be issued promptly following the date of death. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be used in payment of Performance Stock Awards.

(ii)

Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board or the Committee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an inducement to hold shares of Common Stock.

(iii)

Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after the commencement of the applicable Performance Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction of any completion of any Performance Goals, the number of shares of Common Stock, Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, will determine.

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7.	Covenants of the Company.

8.	Miscellaneous.

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9.	Adjustments upon Changes in Common Stock; Other Corporate Events.

(i)

Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award.

(ii)

Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board will determine (or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate Transaction).

(iii)	Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans,

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(i)

Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in Control, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award.

(ii)

Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in Control).

(iii)

Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may continue to be exercised notwithstanding the Change in Control.

(iv)

Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant. A Stock Award may vest as to all or any portion of the shares subject to the Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted by a

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10.	Termination or Suspension of the Plan.

11.	Effective Date of Plan.

12.	Choice of Law.

13.	Definitions.

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(i)

any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;

(ii)

there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii)

there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(iv)

individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.

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(i)	the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii)	the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company, in the case of Awards granted on or after the date of the Annual Meeting of Stockholders in 2012, and at least 90% of the outstanding securities of the Company, in the case of Awards granted prior to the date of the Annual Meeting of Stockholders in 2012;

(iii)	the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)

the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

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(i)

If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii)	Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.

(iii)	In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

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