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NVDA > SEC Filings for NVDA > Form 8-K on 2-Apr-2013All Recent SEC Filings

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Form 8-K for NVIDIA CORP


2-Apr-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of Fiscal Year 2014 Variable Compensation Plan On March 27, 2013, the Compensation Committee of our Board of Directors adopted the Fiscal Year 2014 Variable Compensation Plan, or the 2014 Plan, which provides eligible executive officers the opportunity to earn a cash bonus award based on the level of achievement by us of certain corporate objectives, or the Corporate Targets, and by each participant of certain individual objectives, or the Individual Targets, during our fiscal year 2014. We operate on a fiscal year ending on the last Sunday in January. We designate our fiscal year by the year in which that fiscal year ends (e.g., fiscal year 2014 refers to our fiscal year ending January 26, 2014).

An eligible participant's aggregate target variable cash compensation under the 2014 Plan will be allocated as follows:

(i) fifty percent (50%) of a participant's aggregate target award is based on the achievement by NVIDIA of the Corporate Targets (up to a maximum of two (2) times such portion of the participant's aggregate target award), such amount referred to as the Corporate Variable Cash Target Amount; and

(ii) fifty percent (50%) of a participant's aggregate target award is based on the achievement of such participant's Individual Targets or other criteria established by the Compensation Committee (up to a maximum of two (2) times such portion of the participant's aggregate target award), such amount referred to as the Individual Variable Cash Target Amount.

The Compensation Committee has set the Corporate Targets for fiscal year 2014 based upon the achievement of non-GAAP operating income and has established a threshold and a maximum.

The Compensation Committee will determine the level of achievement of the Individual Targets by our chief executive officer based on their evaluation of our chief executive officer's achievements. The Compensation Committee, based upon input from our chief executive officer, will determine the level of achievement of the Individual Targets by the eligible executive officers.

If a participant achieves only a portion of his or her Individual Targets, such participant may still earn his or her Individual Variable Cash Target Amount upon the determination of the Compensation Committee, in its sole discretion. If a participant does not earn an Individual Variable Cash Target Amount, he or she may still be eligible to earn a Corporate Variable Cash Target Amount in accordance with the terms of the 2014 Plan. If a participant does not earn a Corporate Variable Cash Target Amount, he or she may still be eligible to earn his or her Individual Variable Cash Target Amount.

Unless otherwise determined by the Compensation Committee, a participant must remain an employee through the payment date under the 2014 Plan to be eligible to earn an award.


The following table sets forth the aggregate target variable cash compensation for our named executive officers under the 2014 Plan:

                                                         Target Variable Cash
                                                        Compensation as a % of
                                Target Variable Cash     Fiscal Year 2014 Base
    Named Executive Officer         Compensation                Salary
Jen-Hsun Huang
President and Chief Executive        $1,325,000                  156%
Officer
Karen T. Burns
Vice President and Interim            $125,000                    25%
Chief Financial Officer
Ajay K. Puri
Executive Vice President,             $750,000                   150%
Worldwide Sales
David M. Shannon
Executive Vice President,             $500,000                   100%
General Counsel and Secretary
Debora Shoquist
Executive Vice President,             $300,000                    60%
Operations

The 2014 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the 2014 Plan.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number Description .
10.1 Fiscal Year 2014 Variable Compensation Plan of NVIDIA Corporation.


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