NVIDIA 2014 Annual Report Download - page 29

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Table of Contents
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 2015 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 1998 Plan
and the 2007 Plan, related to a change-in-control of NVIDIA.
We have granted stock options and RSUs to our non-
employee directors, and stock options, RSUs and PSUs to our executive officers. See
the section above titled Director Compensation and the section below titled Executive Compensation .
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