(e) On February 5, 2009, the Compensation Committee of the Board of Directors of NVIDIA Corporation, approved the forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, together the RSU Agreement, to be used in connection with the grant of restricted stock unit awards, or RSUs, to our employees, including executive officers, pursuant to our 2007 Equity Incentive Plan, or the Plan. Under the Plan and the applicable RSU Agreement, each RSU represents a right to receive one share of Common Stock of NVIDIA, subject to adjustment for certain specified changes in the capital structure of NVIDIA, upon the completion of a specified period of continued service.

The foregoing is only a description of the material terms of the RSU Agreement, does not purport to be complete and is qualified in its entirety by reference to the Plan and the form of RSU Agreement under the Plan. The Plan was previously filed as Exhibit 10.1 to NVIDIA's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 27, 2007. The form of RSU Agreement under the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit        Description
Number
10.1           Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit
               Agreement.