Offer letter, dated January 28, 2009



 Exhibit 10.1 
 January 28, 2009 
 David L. White 
 Dear David,

 NVIDIA Corporation is pleased to confirm our offer of employment for the position of Executive Vice President and CFO, reporting to Jen-Hsun Huang, based
out of the Santa Clara, CA office. The salary for this position will be at a starting rate of $35,416.66 per month, $425,000.00 annually, less payroll deductions and all required withholdings. You will be paid semi-monthly and you will be eligible
for the following company benefits: health insurance, time off, holidays, Employee Stock Purchase Plan and a 401(k) Plan. NVIDIA can change your duties, compensation, and benefits at its discretion. 
 In addition to your base salary, you will be eligible to earn an annual incentive compensation targeted at $385,000.00 less payroll deductions and required holdings
(“Annual Incentive Compensation”), which will be pro-rated based on your start date for fiscal year 2010 (February 2009 - January 2010). Your Annual Incentive Compensation will be based on the Company’s performance against certain
objectives (50%) and your accomplishment of key objectives established for you by the Company (50%). You must remain employed with the Company through the end of the fiscal year in order to be eligible to receive any Incentive Compensation for
that year and remain employed with the Company through the time of the distribution in order to receive any of your Incentive Compensation. As we have discussed, for fiscal year 2010 the Company guarantees your eligibility for payout under the 50%
portion linked to individual performance. 
 Included in this offer is a sign-on bonus of $200,000.00, less standard deductions and withholdings, to be paid
in four equal installments on your three month, six month, nine month and 12 month anniversaries, subject to continued employment. This sign-on bonus is intended to be exempt from Section 409A of Internal Revenue Code of 1986, as amended,
pursuant to Treasury Regulation Section 1.409A-1(b)(4), and all payments of this bonus will be made not later than March 15, 2010. 
 Subject to
approval by the Compensation Committee of the Board of Directors of NVIDIA Corporation, and to the terms of NVIDIA Corporation’s Equity Incentive Plan, you will receive an option to purchase 450,000 shares of NVIDIA Corporation’s Common
Stock at an exercise price per share that is equal to the fair market value of a share of NVIDIA Corporation’s Common Stock on the date of grant (the “Option”). The shares subject to the Option will vest in equal quarterly allotments
over a four (4) year period, provided you remain employed with NVIDIA. 
 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. 
 Your employment is contingent upon NVIDIA’s standard background check conducted by HireRight. NVIDIA reserves the right to
withdraw its job offer or terminate employment based on information discovered in the background check process. 
 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, its employees, and third parties. Attached is a copy of a Proprietary Information Agreement, which you must read
and sign prior to beginning your employment. Please let me know if you have any questions regarding the agreement. 
 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. 
 This offer is contingent upon receipt of any export license or other approval that may be required under United States export
control laws and regulations. We are not obligated to apply for any export license or other approval that may be required, nor can we guarantee that the United States Government will issue an export license or other approval, in the event that we do
file an application. 
 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. 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 and returning it to me. Please also take time to review and sign the Proprietary Information Agreement and return it as well on or
before your start date. If you accept our offer, we would like you to start no later than March 2, 2009. This offer is valid until February 3, 2009. 
 We are excited about having you join us. We look forward to your favorable reply and to a productive and enjoyable work relationship. 
  

	
	Sincerely,
	
	/s/ Scott P. Sullivan
	Scott P. Sullivan
	Senior Vice President of Human Resources
	NVIDIA Corporation

  

					
	/s/ David L. White	  	January 29, 2009	 	February 27, 2009
	Accepted	  	Date	 	Starting Date