Employment Agreement, dated July 12, 2002



 EXHIBIT 10.19 
  
  

EMPLOYMENT AGREEMENT BETWEEN NVIDIA AND DAVID SHANNON 
  
 July 12, 2002 
  
 David Shannon 
 2701 San Tomas
Expressway 
 Santa Clara, CA 95050 
  
 Dear Mr. Shannon,

  
 NVIDIA Corporation is pleased to confirm our offer of employment for the position of VP, General Counsel, reporting to Jen-Hsun Huang,
based out of the Santa Clara office. The salary for this position will be at a starting rate of $20,833.33 per month, $250,000 annually, less payroll deductions and all required withholdings. 
  

In addition to your base salary, you will be eligible to earn annual incentive compensation of up to $200,000, less payroll deductions and required withholdings (“Annual Incentive
Compensation”) for the fiscal year 2004 (February 2003 through January 2004). Any Annual Incentive Compensation paid to you shall be determined based upon the Company’s performance against certain objectives and your accomplishment of
certain performance objectives established for you by the Company. You must remain employed with the Company through the end of the fiscal year in order to be eligible to receive any Annual Incentive Compensation for that year. Annual Incentive
Compensation will be calculated and paid within sixty (60) days of the end of the fiscal year. After the first 6 months of your employment (August 2002 through January 2003) you will receive a guaranteed annual incentive compensation of $300,000.

  
 Included in this offer is a sign-on bonus of $50,000.00, less standard deductions and withholdings. If you resign or are terminated with
cause prior to one year, this bonus shall be returned to NVIDIA. 
  
 The stock options for this position will be 250,000 shares, subject to
approval by the Board of Directors. The option price cannot be guaranteed until after the options are approved. Options are approved at the end of each month. You will be paid semi-monthly and you will be eligible for the following company benefits:
health insurance, vacation, sick leave, holidays, Employee Stock Purchase Plan and a 401(k) Plan. NVIDIA can change your duties, compensation, and benefits at its discretion. 
  
 In the event your employment with the Company is involuntarily terminated (i) within the first twelve (12) months of your employment, and (ii) as a direct result of the successful completion of an
Acquisition of the Company, with respect to your initial stock option, as of the date your employment ends, you will vest in (and be able to exercise) the number of shares that would have vested had you remained employed with the Company for one
year from the date your employment began. For purposes of this paragraph, an Acquisition of the Company means: (1) the sale or other disposition of all or substantially all of the assets of the Company, other than in connection with a
reorganization; (2) a merger, reverse merger or consolidation of the Company where the stockholders immediately prior to the merger do not own fifty percent (50%) of the combined voting power of the surviving corporation after the merger; or (3) the
acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an Affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of the Company representing at least fifty percent (50%) of the combined voting power. 
  

In connection with your employment with NVIDIA, you will be working with and have access to certain confidential and proprietary information relating to NVIDIA’s business, it’s
employees, and third parties. Attached is a copy of a Proprietary Information Agreement, which you must read and sign prior to beginning your employment. If you have questions regarding the agreement, please contact John McSorley, Vice President of
Human Resources. 
  
 You may terminate your employment with the Company at any time simply by notifying the Company. Likewise, the Company
may terminate your employment at any time, with or without cause or advance notice. 







  
 As required by law, this offer is subject to satisfactory proof of your right to work in the United
States. You should bring the appropriate document(s) with you (see attached Employment Verification letter that lists acceptable documents) when you report to work. 
  
 I’m sending along an extra copy of this letter. If you wish to accept employment at NVIDIA under the terms described above, please indicate by signing this letter below and returning it
immediately to John McSorley, Vice President of Human Resources. Please also take time to review and sign the Proprietary Information Agreement and return to John McSorley on or before your start date. If you accept our offer, we would like you to
start no later than August 5, 2002. This offer is valid until July 19, 2002. 
  
 This letter, together with the attached Proprietary
Information Agreement contains the entire agreement between you and NVIDIA concerning your employment relationship. It cannot be modified except in a signed agreement and it supersedes any other representations or promises made to you by anyone,
whether oral or written. 
  
 We are excited about having you join us. We look forward to your favorable reply and to a productive and
enjoyable work relationship. Please report to work at 8:30AM on your start date for orientation. 
  
 Sincerely, 
  
 
	 
	 /s/    JEN-HSUN HUANG      
 

	 President/CEO
 NVIDIA Corporation, Inc.
 

 
  
  
 
	 /s/    DAVID M. SHANNON    
 
Accepted
 	  	 July 23, 2002
 Date
 	  	 July 26, 2002
 Starting Date