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NVIDIA Corporation Announces Additional Equity Compensation Policies


For further information, contact:

Mohamed Siddeek       
Investor Relations       
NVIDIA Corporation        
(408) 486-7371

David Roman
Public Relations
NVIDIA Corporation
(408) 486-6250        


SANTA CLARA, CA — July 9, 2004 — NVIDIA Corporation (Nasdaq: NVDA), today announced that the Compensation Committee of its Board of Directors has adopted additional equity policies for its employees and officers. NVIDIA believes that properly structured equity compensation programs align the long-term interests of its stockholders and employees by creating a strong, direct link between employee compensation and stock appreciation.  By adopting the additional policies, which it believes represents best compensation practices, NVIDIA seeks to strengthen that link.  NVIDIA consulted a number of stakeholders in developing these policies and in particular, received input and an institutional investor perspective from TIAA-CREF.  The additional policies include the following actions:

-Publishing maximum annual net dilution from stock options, as approved by the NVIDIA Compensation Committee. 
-Eliminating the automatic annual increase in the number of shares, i.e., the “evergreen” provision, available for issuance under NVIDIA’s 1998 Equity Incentive Plan.
-Reducing the average number of shares granted to new employees, such that as compared to fiscal 2001, the average grant size in fiscal 2004 was reduced by 65%.
-Establishing a policy to encourage equity ownership by officers, reflecting the practices historically followed by our officers.

“These additional policies demonstrate NVIDIA’s commitment to the policies of good corporate governance and to a continuing process of enhancing our management and operations,” stated Jen-Hsun Huang, president and chief executive officer of NVIDIA. 

NVIDIA Corporation is a market leader in visual computing technology dedicated to creating products that enhance the interactive experience on consumer and professional computing platforms. Its graphics and communications processors have broad market reach and are incorporated into a wide variety of computing platforms, including consumer PCs, enterprise PCs, notebook PCs, professional workstations, handhelds, and video game consoles. NVIDIA is headquartered in Santa Clara, California and employs more than 1,900 people worldwide.  For more information, visit the Company’s Web site at

Certain statements in this press release, including any statements relating to properly structured equity compensation plans, the adoption of its additional equity policies, and the anticipated benefits of the additional equity plan, including alignment of the long-term interests of NVIDIA’s stockholders and employees and the strengthening of that link, are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations.  Such risks and uncertainties include, but are not limited to, changes in accounting policies, changes in accounting or other treatment of equity compensation plans and other risks detailed in NVIDIA’s Form 10-Q for the quarter ended April 25, 2004 and from time to time in NVIDIA’s SEC reports.  These forward-looking statements speak only as of the date hereof.  NVIDIA disclaims any obligation to update these forward-looking statements.