NVIDIA 2013 Annual Report Download - page 45

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Review of Transactions with Related Persons
It is our policy that all employees, officers and directors must avoid any activity that is in conflict with, or has the
appearance of conflicting with, our interests. This policy is included in our Code of Conduct and our Financial Team Code
of Conduct. We conduct a review of all related party transactions for potential conflict of interest situations on an ongoing
basis and all transactions involving executive officers or directors must be approved by the NCGC or another independent
body of the Board. Except as discussed below, we did not conduct any transactions with related persons in fiscal year 2014
that would require disclosure in this proxy statement or approval by the NCGC.
Transactions with Related Persons
We have entered into indemnity agreements with our executive officers and directors which provide, among other
things, that we will indemnify such executive officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings
which he or she is or may be made a party by reason of his or her position as a director, executive officer or other agent of
NVIDIA, and otherwise to the fullest extent permitted under Delaware law and our bylaws. We intend to execute similar
agreements with our future executive officers and directors.
See the section below titled Employment, Severance and Change-in-Control Arrangements for a description of the
terms of the NVIDIA Corporation 1998 Equity Incentive Plan, or 1998 Plan, and the Amended 2007 Plan, related to a
change-in-control of NVIDIA.
We have granted stock options and restricted stock units to our executive officers and our non-employee directors. See
the section below titled Executive Compensation and the section above titled Director Compensation.