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NVIDIA Corporation Announces Employee Stock Option Exchange Offer


For further information, contact:

Derek Perez             
Public Relations      
NVIDIA Corporation      
(408) 486-2512 

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

For Immediate Release:

SANTA CLARA, CA—SEPTEMBER 26, 2002—NVIDIA Corporation (Nasdaq: NVDA), the worldwide leader in visual processing solutions, today announced that its Board of Directors has approved an offer for employees of NVIDIA Corporation to exchange outstanding stock options for stock.  The offer is designed to help the Company retain employees and better align their interests with stockholders.

“NVIDIA is fortunate to have attracted some of the most talented professionals in the technology industry.  Our employees are our most valuable asset; our best competitive advantage; and our most important long-term investment,” said Jen-Hsun Huang, president and CEO of NVIDIA.  “We believe this offer will help ensure that we retain and motivate the world class employees who have, time and time again, created the industry-changing products that have made NVIDIA one of the most respected technology companies in the world.”

The Company is offering to exchange stock options held by employees that have an exercise price equal to or greater than $27.00 per share for fully vested shares of the Company’s common stock.  For each stock option tendered, an employee will receive common stock with a value equal to the number of shares underlying the stock option, multiplied by $3.20.

If all eligible employees accept the offer, approximately 20.6 million options under the offering will be cancelled and approximately 4.8 million shares of common stock will be issued.  As a result of the offer, the Company expects to incur an estimated compensation charge of up to approximately $66 million in the quarter ending October 27, 2002.

Employees must decide to accept or reject the offer on or before October 24, 2002.  All employees holding eligible options may participate—except for the Company’s CEO, CFO and members of its Board of Directors.  NVIDIA has filed a Schedule TO with the Securities and Exchange Commission with respect to the offer and the offer is subject to the terms and restrictions described in that document.

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 digital-media PCs, enterprise PCs, professional workstations, digital content creation systems, notebook PCs, military navigation systems and video games consoles.  NVIDIA is headquartered in Santa Clara, California and employs more than 1,400 people worldwide.  For more information, visit the company’s Web site at

Certain statements in this press release, including the statements relating to the Company's performance expectations for NVIDIA's family of products and expectations of continued revenue growth, 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, manufacturing and other delays relating to new products, difficulties in the fabrication process and dependence of the Company on third-party manufacturers, general industry trends including cyclical trends in the PC and semiconductor industries, the impact of competitive products and pricing alternatives, market acceptance of the Company's new products, and the Company's dependence on third-party developers and publishers.  Investors are advised to read the Company's Annual Report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission, particularly those sections entitled "Certain Business Risks," for a fuller discussion of these and other risks and uncertainties.

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