Nvidia Corp Sample Contracts

Nvidia Corp – NVIDIA CORPORATION GLOBAL RESTRICTED STOCK UNIT GRANT NOTICE AMENDED & RESTATED 2007 EQUITY INCENTIVE PLAN (March 11th, 2019)

NVIDIA Corporation (the “Company”), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of restricted stock units (the “Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, in the attached Global Restricted Stock Unit Agreement, including any special terms and conditions for Participant’s country set forth in any appendix thereto (the “Appendix”), and in the Plan, the latter two being incorporated by reference herein. Capitalized terms not otherwise defined in this Grant Notice or the Global Restricted Stock Unit Agreement (including the Appendix) (collectively, the “Agreement”) will have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.

Nvidia Corp – VOTING AGREEMENT (March 11th, 2019)

VOTING AGREEMENT (this “Voting Agreement”), dated as of March 10, 2019, by and between NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), and the shareholders listed in Exhibit A (each, a “Shareholder”).

Nvidia Corp – AGREEMENT AND PLAN OF MERGER (March 11th, 2019)

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated March 10, 2019, is by and among NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation (“Guarantor”), and Mellanox Technologies, Ltd, a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in ‎Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

Nvidia Corp – FAQ (March 11th, 2019)
Nvidia Corp – VARIABLE COMPENSATION PLAN - FISCAL YEAR 2020 (March 11th, 2019)

The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2020 and, unless otherwise determined by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”), are employees of the Company through the date that any amounts earned hereunder are paid, will be eligible to earn compensation under the Fiscal Year 2020 Variable Compensation Plan (the “Plan”). The Plan is designed to award compensation for performance in fiscal year 2020 to a Participant if the Company achieves certain corporate performance goals (the “Performance Goals”).

Nvidia Corp – NVIDIA CORPORATION GLOBAL RESTRICTED STOCK UNIT GRANT NOTICE AMENDED & RESTATED 2007 EQUITY INCENTIVE PLAN (February 21st, 2019)

NVIDIA Corporation (the “Company”), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of restricted stock units (the “Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, in the attached Global Restricted Stock Unit Agreement, including any special terms and conditions for Participant’s country set forth in any appendix thereto (the “Appendix”), and in the Plan, the latter two being incorporated by reference herein. Capitalized terms not otherwise defined in this Grant Notice or the Global Restricted Stock Unit Agreement (including the Appendix) (collectively, the “Agreement”) will have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.

Nvidia Corp – NVIDIA CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE AMENDED & RESTATED 2007 EQUITY INCENTIVE PLAN (May 22nd, 2018)

NVIDIA Corporation (the “Company”), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, in the attached Restricted Stock Unit Agreement and in the Plan, the latter two being incorporated by reference herein. Capitalized terms not otherwise defined in this Grant Notice or the Restricted Stock Unit Agreement (collectively, the “Agreement”) will have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.

Nvidia Corp – NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan (May 21st, 2018)
Nvidia Corp – NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan (May 21st, 2018)
Nvidia Corp – VARIABLE COMPENSATION PLAN - FISCAL YEAR 2019 (March 13th, 2018)

The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2019 and, unless otherwise determined by the Compensation Committee (the “Committee”), are employees of the Company through the date that any amounts earned hereunder are paid, will be eligible to earn compensation under the Fiscal Year 2019 Variable Compensation Plan (the “Plan”). The Plan is designed to award compensation for performance in fiscal year 2019 to a Participant if the Company achieves certain corporate performance goals (the “Performance Goals”).

Nvidia Corp – NVIDIA CORPORATION AMENDED AND RESTATED 2012 EMPLOYEE STOCK PURCHASE PLAN (February 28th, 2018)
Nvidia Corp – COMMERCIAL PAPER DEALER AGREEMENT 4(a)(2) PROGRAM between NVIDIA CORPORATION, as Issuer and as Dealer (December 15th, 2017)

This Commercial Paper Dealer Agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

Nvidia Corp – SECOND WARRANT TERMINATION AGREEMENT (June 5th, 2017)

This SECOND WARRANT TERMINATION AGREEMENT (this “Termination Agreement”) is made as of June 2, 2017 between Goldman Sachs & Co. LLC (“Dealer”) and NVIDIA Corporation (“Counterparty”), a Delaware corporation.

Nvidia Corp – VARIABLE COMPENSATION PLAN - FISCAL YEAR 2018 Overview (March 13th, 2017)

The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2018 and, unless otherwise determined by the Compensation Committee (the “Committee”), are employees of the Company through the date that any amounts earned hereunder are paid, will be eligible to earn compensation under the Fiscal Year 2018 Variable Compensation Plan (the “Plan”). The Plan is designed to award compensation for performance in fiscal year 2018 to a Participant if the Company achieves certain corporate performance goals (the “Performance Goals”).

Nvidia Corp – THIRD AMENDMENT TO PARTICIPATION AGREEMENT (March 1st, 2017)

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) dated as of January 27, 2017 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the “Lessee”), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the “Lessor”), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the “Agent”).

Nvidia Corp – WARRANT TERMINATION AGREEMENT (December 13th, 2016)

This WARRANT TERMINATION AGREEMENT (this “Termination Agreement”) is made as of December 12, 2016 between Goldman, Sachs & Co. (“Dealer”) and NVIDIA Corporation (“Counterparty”), a Delaware corporation.

Nvidia Corp – AMENDED AND RESTATED BYLAWS OF NVIDIA CORPORATION (A DELAWARE CORPORATION) November 29, 2016 (December 1st, 2016)
Nvidia Corp – SECOND AMENDMENT TO PARTICIPATION AGREEMENT (November 22nd, 2016)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) dated as of September 9, 2016 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the “Lessee”), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the “Lessor”), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, N.A., a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the “Agent”).

Nvidia Corp – CREDIT AGREEMENT dated as of October 7, 2016 among NVIDIA CORPORATION, The Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC GOLDMAN SACHS BANK USA, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Joint Lead Arrangers and Joint Bookrunners GOLDMAN SACHS BANK USA, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Co-Syndication Agents (October 13th, 2016)

CREDIT AGREEMENT dated as of October 7, 2016 (the “Agreement”), among NVIDIA CORPORATION, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

Nvidia Corp – NVIDIA CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of September 16, 2016 Debt Securities (September 16th, 2016)

THIS INDENTURE, dated as of September 16, 2016, by and between NVIDIA CORPORATION, a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Nvidia Corp – OFFICERS’ CERTIFICATE (September 16th, 2016)

The undersigned, NVIDIA Corporation, a Delaware corporation (the “Company”), hereby certifies through Colette M. Kress, its Executive Vice President and Chief Financial Officer, and Karen Burns, its Vice President, Finance, pursuant to Sections 2.1, 2.3 and 11.5 of the Indenture, dated as of September 16, 2016 (the “Indenture”), by and between the Company, as Issuer, and Wells Fargo Bank, National Association, as trustee, as follows:

Nvidia Corp – NVIDIA Corporation 2.20% Notes due 2021 3.20% Notes due 2026 Underwriting Agreement (September 16th, 2016)

NVIDIA Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,000,000,000 principal amount of the 2.20% Notes due 2021 (the “2021 Notes”) and an aggregate of $1,000,000,000 principal amount of the 3.20% Notes due 2026 (the “2026 Notes” and together with the 2021 Notes, the “Securities”).

Nvidia Corp – [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] September 16, 2016 (September 16th, 2016)

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Nvidia Corp – NVIDIA CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of [ ], 2016 Debt Securities (September 6th, 2016)

THIS INDENTURE, dated as of [ ], 2016, by and between NVIDIA CORPORATION, a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Nvidia Corp – FIRST AMENDMENT TO PARTICIPATION AGREEMENT (May 25th, 2016)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) dated as of February 17, 2016 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the “Lessee”), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the “Lessor”), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, N.A., a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the “Agent”).

Nvidia Corp – Amended and Restated 2012 Employee Stock Purchase Plan (May 23rd, 2016)
Nvidia Corp – Amended and Restated 2007 Equity Incentive Plan (May 23rd, 2016)
Nvidia Corp – NVIDIA CORPORATION FISCAL YEAR 2017 VARIABLE COMPENSATION PLAN (March 14th, 2016)

The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2017 and, unless otherwise determined by the Compensation Committee (the “Committee”), are employees of the Company through the date that any amounts earned hereunder are paid, will be eligible to earn compensation under the Fiscal Year 2017 Variable Compensation Plan (the “Plan”). The Plan is designed to award compensation for performance in fiscal year 2017 to a Participant if the Company achieves certain corporate performance goals (the “Performance Goals”).

Nvidia Corp – AGENCY AGREEMENT Dated as of June 19, 2015 between (August 19th, 2015)

THIS AGENCY AGREEMENT, dated as of June 19, 2015 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, the “Agreement”), between WACHOVIA SERVICE CORPORATION, a Delaware corporation (the “Lessor”) and NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the “Construction Agent”).

Nvidia Corp – Contract (August 19th, 2015)

[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Nvidia Corp – REAL PROPERTY LEASE AGREEMENT (August 19th, 2015)

This Real Property Lease Agreement is subject to a security interest in favor of Wells Fargo Bank, National Association, as the agent for the Secured Parties (the “Agent”), under a Security Agreement dated as of June 19, 2015 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, the “Security Agreement”) between Wachovia Service Corporation (as “Debtor”) and the Agent and NVIDIA Land Development, LLC, as amended, modified, extended, supplemented, restated and/or replaced from time to time in accordance with the applicable provisions thereof. This Real Property Lease Agreement has been executed in several counterparts. To the extent, if any, that this Real Property Lease Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no security interest in this Real Property Lease Agreement may be created through the transfer or possession of any counterpart other than the ori

Nvidia Corp – NVIDIA Corporation Deferred Restricted Stock Unit Grant Notice Amended & Restated 2007 Equity Incentive Plan (May 20th, 2015)

NVIDIA Corporation (the “Company”), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Deferred Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, and in the Plan and the Deferred Restricted Stock Unit Agreement, the latter two being incorporated by reference herein. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Agreement will control. Capitalized terms not otherwise defined in this Deferred Restricted Stock Unit Grant Notice or the Deferred Restricted Stock Unit Agreement (collectively, the “Agreement”) will have the meanings set forth in the Plan.

Nvidia Corp – NVIDIA Corporation Restricted Stock Unit Grant Notice Amended & Restated 2007 Equity Incentive Plan (May 20th, 2015)

NVIDIA Corporation (the “Company”), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, and in the Plan and the attached Restricted Stock Unit Agreement, the latter two being incorporated by reference herein. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Agreement will control. Capitalized terms not otherwise defined in this Restricted Stock Unit Grant Notice or the Restricted Stock Unit Agreement (collectively, the “Agreement”) will have the meanings set forth in the Plan.

Nvidia Corp – NVIDIA CORPORATION FISCAL YEAR 2016 VARIABLE COMPENSATION PLAN (April 10th, 2015)

The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2016 and, unless otherwise determined by the Compensation Committee (the “Committee”), are employees of the Company through the date that any amounts earned hereunder are paid (each, a “Variable Cash Payment”), will be eligible to earn compensation under the Fiscal Year 2016 Variable Compensation Plan (the “Plan”). The Plan is designed to award a Variable Cash Payment for performance in fiscal year 2016 to a Participant if the Company achieves certain corporate performance targets (the “Corporate Targets”). Payments earned based on the achievement of Corporate Targets shall be referred to herein as a “Corporate Variable Cash Payment.”

Nvidia Corp – NVIDIA Corporation Deferred Restricted Stock Unit Grant Notice Amended & Restated 2007 Equity Incentive Plan (March 12th, 2015)

NVIDIA Corporation (the “Company”), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Deferred Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, and in the Plan and the Deferred Restricted Stock Unit Agreement, the latter two being incorporated by reference herein. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Agreement will control. Capitalized terms not otherwise defined in this Deferred Restricted Stock Unit Grant Notice or the Deferred Restricted Stock Unit Agreement (collectively, the “Agreement”) will have the meanings set forth in the Plan.