NVIDIA 2016 Annual Report Download - page 46

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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 2016 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 2007 Plan, related to a change-in-control of NVIDIA.
During Fiscal 2016, we have granted RSUs to our non-employee directors, and RSUs and PSUs to our executive officers.
See the section above titled Director Compensation and the section below titled Executive Compensation.