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<SEC-DOCUMENT>0001012870-00-006126.txt : 20001211
<SEC-HEADER>0001012870-00-006126.hdr.sgml : 20001211
ACCESSION NUMBER:		0001012870-00-006126
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20001208
EFFECTIVENESS DATE:		20001208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NVIDIA CORP/CA
		CENTRAL INDEX KEY:			0001045810
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				943177549
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-51520
		FILM NUMBER:		785896

	BUSINESS ADDRESS:	
		STREET 1:		3535 MONROE STREET
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95051
		BUSINESS PHONE:		4086152500

	MAIL ADDRESS:	
		STREET 1:		3535 MONROE STREET
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95051
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

   As filed with the Securities and Exchange Commission on December 8, 2000
                                                      Registration No. 333-
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             ---------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             ---------------------

                              NVIDIA Corporation
            (Exact name of registrant as specified in its charter)

                             ---------------------

        Delaware                                          94-3177549
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             ---------------------

                   3535 Monroe Street, Santa Clara, CA 95051
                   (Address of principal executive offices)

                             ---------------------


                          1998 Equity Incentive Plan
                       1998 Employee Stock Purchase Plan
                    2000 Nonstatutory Equity Incentive Plan
                           (Full title of the plans)

                              Christine B. Hoberg
                            Chief Financial Officer
                              NVIDIA Corporation
                              3535 Monroe Street
                             Santa Clara, CA 95051
                                (408) 615-2500
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                             ---------------------

                                  Copies to:
                                Karyn S. Tucker
                              Cooley Godward llp
                       One Maritime Plaza, 20th Floor
                            San Francisco, CA 94111
                                (415) 693-2000

                             ---------------------



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
                                                             Proposed Maximum        Proposed Maximum
         Title of Securities           Amount to be              Offering                Aggregate             Amount of
           to be Registered            Registered(1)         Price per Share (2)     Offering Price (2)     Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                   <C>                      <C>                    <C>
Stock Options and Common Stock, par     7,723,849 shares         $45.75 - $59.79        $398,493,317.03        $105,202.24
      value $.001 per share
=============================================================================================================================
</TABLE>

(1)  In addition to the Stock Option and Common Stock set forth in the table,
     the amount to be registered includes an indeterminate number of Stock
     Options and Common Stock issuable upon exercise of or in respect of the
     options, as such number may be adjusted as the result of stock splits,
     stock dividends and antidulution provisions (including adjustments to the
     option exercise prices) in accordance with Rule 416.

(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(c) and (h)(1) under the Securities
      Act of 1933, as amended (the "Act"). The offering price per share and
      aggregate offering price are based upon (a) the weighted average exercise
      price for shares subject to outstanding options granted under (i) NVIDIA
      Corporation ("Registrant" or "Company") 1998 Equity Incentive Plan (the
      "Incentive Plan") and the 2000 Nonstatutory Equity Incentive Plan (the
      "Nonstatutory Plan") (pursuant to Rule 457(h) under the Act) or (b) the
      average of the high and low prices of Registrant's Common Stock as
      reported on the Nasdaq National Market on December 1, 2000, for (i) shares
      reserved for future grant pursuant to the Incentive Plan and the
      Nonstatutory Plan and (ii) shares issuable pursuant to the Company's 1998
      Employee Stock Purchase Plan (the "Purchase Plan") (pursuant to Rule
      457(c) under the Act). The following chart illustrates the calculation of
      the registration fee:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    Offering         Aggregate
                           Title of Securities                             Number of Shares      Price per Share   Offering Price
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>                  <C>
Shares issuable pursuant to outstanding stock options under the 1998              2,881,082        $51.79 (2)(a)  $149,211,236.78
Equity Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance pursuant to the 1998 Equity                     980,842         $45.75(2)(b)  $ 44,873,521.50
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance pursuant to the 1998 Employee Stock           1,544,770         $45.75(2)(b)  $ 70,673,227.50
Purchase Plan
- ---------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000 Nonstatutory Equity Incentive Plan           1,974,750         $59.79(2)(a)  $118,070,302.50
- ---------------------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance pursuant to the 2000 Nonstatutory               342,405         $45.75(2)(b)  $ 15,665,028.75
Equity Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering Price                                                                         $398,493,317.03
- ---------------------------------------------------------------------------------------------------------------------------------
Registration Fee                                                                                                  $    105,202.24
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                               EXPLANATORY NOTE

     Registrant previously filed a registration statement on Form S-8 (No. 33-
74905) on March 23, 1999 covering 24,143,242 options to purchase Common Stock
and Common Stock issuable under Registrant's 1998 Equity Incentive Option Plan
and 1998 Employee Stock Purchase Plan (the "Prior Registration Statement"). The
1998 Equity Incentive Plan and the 1998 Employee Stock Purchase Plan each
contain a provision which automatically increases the authorized number of
shares, on an annual basis, by an amount equal to five percent for the 1998
Equity Incentive Plan and two percent for the 1998 Employee Stock Purchase Plan
of the outstanding Common Stock, Stock Options and Warrants (on an as-diluted
basis) of the Company, effective January 30 of each year (an "Evergreen
Clause"). This registration statement, filed pursuant to Rule 413, is made for
the purpose of registering an additional 5,406,694 shares of the same class of
securities previously registered under the Prior Registration Statement pursuant
to the Evergreen Clause and 2,317,155 shares under the Registrant's 2000
Nonstatutory Equity Incentive Plan.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by NVIDIA Corporation (the "Company") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or Form 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b)  The description of the Company's Common Stock that is contained in the
Registration Statement on Form 8-A filed on January 12, 1999, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                           DESCRIPTION OF SECURITIES

     Not applicable.

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Common Stock offered hereby will be passed upon for the
Company by Cooley Godward LLP, San Francisco, California. As of the date of this
Registration Statement, certain partners and associates of Cooley Godward own an
aggregate of 76,000 shares of the Company's Common Stock. In addition, James C.
Gaither, special counsel to Cooley Godward and a director of the Company, owns
34,902 shares of Common Stock of the Company and has options to purchase 110,000
shares of the Company's Common Stock.

<PAGE>

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Bylaws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's Bylaws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The Bylaws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions upon receipt of an
undertaking by the indemnified party to repay such advances if it is ultimately
determined that the indemnified party is not entitled to indemnification.

     The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law.

     In addition, the Company's Amended and Restated Certificate of
Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.

                      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                           CONSULTANTS AND ADVISORS

     Not applicable.

                                      1.
<PAGE>

                                   EXHIBITS

  Exhibit
  Number                                                Description

     4.1*  Amended and Restated Certificate of Incorporation.

     4.2*  Bylaws of the Company.

     4.3*  Specimen Stock Certificate.

     5.1   Opinion of Cooley Godward LLP.

    23.1   Consent of KPMG LLP.

    23.2   Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

    24.1   Power of Attorney is contained on the signature pages.

    99.1   1998 Equity Incentive Plan, as amended.

    99.2*  Form of Incentive Stock Option Agreement under the 1998 Equity
           Incentive Plan.

    99.3*  Form of Nonstatutory Stock Option Agreement under the 1998 Equity
           Incentive Plan.

    99.4   1998 Employee Stock Purchase Plan, as amended.

    99.5   Form of Employee Stock Purchase Plan Offering, as amended.

    99.6   2000 Nonstatutory Equity Incentive Plan

    99.7   Form of Nonstatutory Stock Option Agreement under the 2000
           Nonstatutory Equity Incentive Plan.

________________________________________________________________________________
*  Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-47495).

                                 UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

                                      2.
<PAGE>

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

     (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2.   The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered herein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      3.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on December 8,
2000.

                                    NVIDIA Corporation

                                    By:  /S/ Jen-Hsun Huang
                                         ---------------------------------------
                                    Title: President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Jen-Hsun
Huang and Christine B. Hoberg, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                     Title                              Date
        ---------                     -----                              ----
<S>                         <C>                                  <C>
  /s/ JEN-HSUN HUANG         President, Chief Executive           December 8, 2000
- -----------------------     Officer and Director (Principal
    Jen-Hsun Huan           Executive Officer)

/s/ CHRISTINE B. HOBERG     Chief Financial Officer (Principal    December 8, 2000
- -----------------------     Financial and Accounting Officer)
  Christine B. Hoberg

    /s/ TENCH COXE          Director                              December 8, 2000
- -----------------------
      Tench Coxe

/s/ JAMES C. GAITHER        Director                              December 8, 2000
- -----------------------
  James C. Gaither

/s/ HARVEY C. JONES, JR.    Director                              December 8, 2000
- -----------------------
 Harvey C. Jones, Jr.

/s/ WILLIAM J. MILLER       Director                              December 8, 2000
- -----------------------
  William J. Miller

                            Director
- -----------------------
  A. Brooke Seawell

/s/ MARK A. STEVENS         Director                              December 8, 2000
- -----------------------
  Mark A. Stevens
</TABLE>
                                      4.
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                             Description
<S>      <C>
   4.1*  Amended and Restated Certificate of Incorporation.
   4.2*  Bylaws of the Company.
   4.3*  Specimen Stock Certificate.
   5.1   Opinion of Cooley Godward LLP.
  23.1   Consent of KPMG LLP.
  23.2   Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
  24.1   Power of Attorney is contained on the signature pages.
  99.1   1998 Equity Incentive Plan, as amended.
  99.2*  Form of Incentive Stock Option Agreement under the 1998 Equity Incentive Plan.
  99.3*  Form of Nonstatutory Stock Option Agreement under the 1998 Equity Incentive Plan.
  99.4   1998 Employee Stock Purchase Plan, as amended.
  99.5   Form of Employee Stock Purchase Plan Offering, as amended.
  99.6   2000 Nonstatutory Equity Incentive Plan
  99.7   Form of Nonstatutory Stock Option Agreement under the 2000 Nonstatutory Equity Incentive Plan.
</TABLE>

______________________
*    Incorporated by reference from the Company's Registration Statement on Form
     S-1, as amended (No. 333-47495).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF COOLEY GODWARD LLP
<TEXT>

<PAGE>

                                                                    Exhibit  5.1

December 8, 2000



NVIDIA Corporation
3535 Monroe Street
Santa Clara, CA 95051

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by NVIDIA Corporation (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 7,723,849 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1998
Equity Incentive Plan, 2000 Nonstatutory Equity Incentive Plan and 1998 Employee
Stock Purchase Plan (the "Plans").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion.  We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

Cooley Godward LLP



By:   /s/ Karyn S. Tucker
   -----------------------------
          Karyn S. Tucker
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>

<PAGE>

                                                                    Exhibit 23.1

                              Consent of KPMG LLP

The Board of Directors
NVIDIA Corporation:

We consent to incorporation by reference in this registration statement on Form
S-8 of NVIDIA Corporation of our report dated March 6, 2000, except note 12
which is as of June 26, 2000, relating to the balance sheets of NVIDIA
Corporation as of January 31, 1999 and January 30, 2000, and the related
statements of operations, stockholders' equity, and cash flows for the year
ended December 31, 1997, the one-month period ended January 31, 1998, and each
of the years in the two-year period ended January 30, 2000, and the related
schedule, which report appears in the Prospectus, dated October 6, 2000, that
forms part of the Registration Statement on Form S-3 (No. 333-33560) of NVIDIA
Corporation.

                                                                    /s/ KPMG LLP

Mountain View, California
December 7, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>1998 EQUITY INCENTIVE PLAN
<TEXT>

<PAGE>

                                                                    Exhibit 99.1

                                NVIDIA Corporation
                            1998 EQUITY INCENTIVE PLAN

                            Adopted February 17, 1998
                              Amended March 17, 1998
                      Approved by Shareholders April 6, 1998
                             Amended December 7, 1998
       Adjusted for Automatic Share Reserve Increase on January 31, 1999
       Adjusted for Automatic Share Reserve Increase on January 30, 2000
               Adjusted for 2-for-1 Stock Split on June 26, 2000
                              Amended July 1, 2000
                       Termination Date: February 16, 2008


1.   Purposes.

     (a)  The Plan is an amendment and restatement of the Company's existing
Equity Incentive Plan adopted May 21, 1993 (the "Prior Plan").  The Prior Plan
hereby is amended and restated in its entirety as the 1998 Equity Incentive Plan
and shall become effective on the date of approval of the Plan by the Board (the
"Effective Date").  No options shall be granted under the Prior Plan from and
after the Effective Date.  The terms of the Prior Plan (other than the aggregate
number of shares issuable thereunder) shall remain in effect and apply to all
options granted pursuant to the Prior Plan.

     (b)  The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of (i) Incentive Stock Options, (ii)
Nonstatutory Stock Options, (iii) stock bonuses, and (iv) rights to purchase
restricted stock.

     (c)  The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.

     (d)  The Company intends that the Stock Awards issued under the Plan shall,
in the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either (i) Options granted pursuant to Section 6 hereof, including Incentive
Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to
purchase restricted stock granted pursuant to Section 7 hereof. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section 6,
and a separate certificate or certificates will be issued for shares purchased
on exercise of each type of Option.

2.   Definitions.

     (a)  Affiliate means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

     (b)  Board means the Board of Directors of the Company.

     (c)  Code means the Internal Revenue Code of 1986, as amended.

                                       1
<PAGE>

     (d)  Common Stock means the common stock of the Company.

     (e)  Committee means a Committee appointed by the Board in accordance with
subsection 3(c) of the Plan.

     (f)  Company means NVIDIA Corporation.

     (g)  Consultant means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors. The term "Consultant" shall include
members of the Board of Directors of an Affiliate.

     (h)  Continuous Service means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant or a Director of an Affiliate will not
constitute an interruption of Continuous Service as an Employee. The Board or
the chief executive officer of the Company, in that party's sole discretion, may
determine whether Continuous Service shall be considered interrupted in the case
of: (i) any leave of absence approved by the Board or the chief executive
officer of the Company, including sick leave, military leave, or any other
personal leave; or (ii) transfers between the Company, its Affiliates or their
successors.

     (i)  Covered Employee means the Chief Executive Officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to shareholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

     (j)  Director means a member of the Board.

     (k)  Directors' Plan means the 1998 Non-Employee Directors' Stock Option
Plan of the Company.

     (l)  Diluted Shares Outstanding means, as of any date, (i) the number of
outstanding shares of Common Stock of the Company on such Calculation Date (as
defined in Section 4(a) herein), plus (ii) the number of shares of Common Stock
issuable upon such Calculation Date assuming the conversion of all outstanding
Preferred Stock and convertible notes, plus (iii) the additional number of
dilutive Common Stock equivalent shares outstanding as the result of any options
or warrants outstanding during the fiscal year, calculated using the treasury
stock method.

     (m)  Employee means any person, including an Officer or Director, employed
by the Company or any Affiliate. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

     (n)  Exchange Act means the Securities Exchange Act of 1934, as amended.

     (o)  Fair Market Value means, as of any date, the value of the Common Stock
determined as follows:

               (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market, the Fair Market Value of a share of Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable;

                                       2
<PAGE>

               (ii)  If the Common Stock is quoted on the Nasdaq Small-Cap
Market or is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a share of Common Stock shall
be the mean between the bid and asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Board deems reliable;

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the Board.

               (iv)  Prior to the Listing Date, the value of the Common Stock
shall be determined in a manner consistent with Section 260.140.50 of Title 10
of the California Code of Regulations.

     (p)  Listing Date means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.

     (q)  Incentive Stock Option means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (r)  Non-Employee Director means a Director of the Company who either (i)
is not a current Employee or Officer of the Company or its parent or a
subsidiary, does not receive compensation (directly or indirectly) from the
Company or its parent or subsidiary for services rendered as a consultant or in
any capacity other than as a Director (except for an amount as to which
disclosure would not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act Regulation S-K)), does not possess an interest in
any other transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

     (s)  Nonstatutory Stock Option means an Option not intended to qualify as
an Incentive Stock Option.

     (t)  Officer means (i) before the Listing Date, any person designated by
the Company as an officer and (ii) on and after the Listing Date, a person who
is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.

     (u)  Option means a stock option granted pursuant to the Plan.

     (v)  Option Agreement means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

     (w)  Optionee means an Employee, Director or Consultant who holds an
outstanding Option.

     (x)  Outside Director means a Director of the Company who either (i) is not
a current employee of the Company or an "affiliated corporation" (within the
meaning of Treasury regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

     (y)  Plan means this NVIDIA Corporation 1998 Equity Incentive Plan.

                                       3
<PAGE>

     (z)  Rule 16b-3 means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

     (aa) Stock Award means any right granted under the Plan, including any
Option, any stock bonus, and any right to purchase restricted stock.

     (bb) Stock Award Agreement means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

     (cc) Ten Percent Shareholder means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates.

3.   Administration.

     (a)  The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

     (b)  The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

               (i)   To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; whether a Stock Award will be an Incentive Stock Option,
a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted
stock, or a combination of the foregoing; the provisions of each Stock Award
granted (which need not be identical), including the time or times when a person
shall be permitted to receive stock pursuant to a Stock Award; and the number of
shares with respect to which a Stock Award shall be granted to each such person.

               (ii)  To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

               (iii) To amend the Plan or a Stock Award as provided in Section
13.

               (iv)  Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

     (c)  The Board may delegate administration of the Plan to a Committee or
Committees of one or more members of the Board, and the term "Committee" shall
apply to any person or persons to whom such authority has been delegated. If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board.  The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan.  In the discretion of the Board, a Committee may consist solely of two
or more Outside Directors, in accordance with Code Section 162(m), or solely of
two or more Non-Employee Directors, in accordance with Rule 16b-3.  Within the
scope of such authority, the Board or the Committee may (1) delegate to a
committee of one or more members of the Board who are not Outside Directors the
authority to grant Stock Awards to eligible persons who are either (a) not then
Covered Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such

                                       4
<PAGE>

Stock Award, or (b) not persons with respect to whom the Company wishes to
comply with Section 162(m) of the Code, and/or (2) delegate to a committee of
one or more members of the Board who are not Non-Employee Directors the
authority to grant Stock Awards to eligible persons who are not then subject to
Section 16 of the Exchange Act.

4.   Shares Subject To The Plan.

     (a)  Subject to the provisions of Section 12 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Stock Awards shall
not exceed in the aggregate Thirty-seven Million Four Hundred Nineteen Thousand
One Hundred Thirty-six (37,419,136) shares/1/ of the Company's Common Stock.
Notwithstanding the foregoing, on the last day of each fiscal year (the
"Calculation Date"), commencing with the year ending January 31, 1999, the
aggregate number of shares of Common Stock that are available for issuance under
the Plan shall automatically be increased by a number of shares equal to five
percent (5%) of the Diluted Shares Outstanding.  If any Stock Award shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the stock not acquired under such Stock Award shall
revert to and again become available for issuance under the Plan.

     (b)  Except as adjusted pursuant to Section 12 of the Plan, however, no
more than Thirty Million (30,000,000) shares/2/ of Common Stock of the shares
eligible for issuance under the Plan shall be issued upon the exercise of
Incentive Stock Options under the Plan.

     (c)  The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

     (d)  Prior to the Listing Date, at no time shall the total number of shares
issuable upon exercise of all outstanding Options and the total number of shares
provided for under any stock bonus or similar plan of the Company exceed the
applicable percentage as calculated in accordance with the conditions and
exclusions of Section 260.140.45 of Title 10 of the California Code of
Regulations, based on the shares of the Company which are outstanding at the
time the calculation is made.

5.   Eligibility.

     (a)  Incentive Stock Options may be granted only to Employees. Stock Awards
other than Incentive Stock Options may be granted only to Employees, Directors
or Consultants.

     (b)  No person shall be eligible for the grant of an Option or an award of
purchase of restricted stock if, at the time of grant, such person owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or of any of its Affiliates unless the exercise price of such Option
is at least one hundred ten percent (110%) of the Fair Market Value of such
stock at the date of grant, the exercise price of such restricted stock award is
at least one hundred percent (100%) of the Fair Market Value of such stock at
the date of grant and an Incentive Stock Option is not exercisable after the
expiration of five years from the date of grant.  After the Listing Date, this
provision shall apply only to Incentive Stock Options.

     (c)  Subject to the provisions of Section 12 relating to adjustments upon
changes in stock, no employee shall be eligible to be granted Options covering
more than Two Million (2,000,000) shares/3/ of the Common Stock

_____________________

/1/  The initial 15,000,000 shares were automatically increased on January 31,
1999 by 1,778,606 shares and on January 30, 2000 by 1,930,962 shares to
18,709,568 shares.  This number was adjusted to 37,419,136 shares pursuant to
the 2-for-1 stock split on June 26, 2000.

/2/  The initial 15,000,000 shares were adjusted to 30,000,000 shares pursuant
to the 2-for-1 stock split on June 26, 2000.

                                       5
<PAGE>

during any calendar year. This subsection shall not apply prior to the Listing
Date and, following the Listing Date, this subsection shall not apply until (i)
the earliest of: (A) the first material modification of the Plan (including any
increase to the number of shares reserved for issuance under the Plan in
accordance with Section 4); (B) the issuance of all of the shares of Common
Stock reserved for issuance under the Plan; (C) the expiration of the Plan; or
(D) the first meeting of shareholders at which Directors of the Company are to
be elected that occurs after the close of the third calendar year following the
calendar year in which occurred the first registration of an equity security
under Section 12 of the Exchange Act; or (ii) such other date required by
Section 162(m) of the Code and the rules and regulations promulgated thereunder.

     (d)  At any such time or times that the number of shares of Common Stock
reserved for issuance under the Directors' Plan are insufficient for the purpose
of making one or more of the non-discretionary grants of options specified in
Section 5 of the Directors' Plan, then, without any further action of the Board,
the number of shares of Common Stock remaining in the share reserve of the
Directors' Plan shall be applied to such non-discretionary grants on a pro rated
basis, and any additional number of shares of Common Stock required for such
non-discretionary grants of options shall be deemed to have been made under this
Plan but on the terms and conditions specified in the Directors' Plan.  In the
event of any conflict between the terms and conditions of the Directors' Plan
and this Plan, the terms and conditions of the Directors' Plan shall control.
Notwithstanding anything in the Directors' Plan or this Plan to the contrary,
the terms and conditions of the Directors' Plan shall survive the termination of
the Directors' Plan as to any non-discretionary grants of options made pursuant
to this subsection 5(d).

6.   Option Provisions.

     Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate.  The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

     (a)  Term.  No Option shall be exercisable after the expiration of ten
years from the date it was granted.

     (b)  Price.  The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the fair market value of the stock
subject to the Option on the date the Option is granted.  The exercise price of
each Nonstatutory Stock Option shall be not less than eighty five percent (85%)
of the Fair Market Value of the stock subject to the Option on the date the
Option is granted.

     (c)  Consideration.  The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (a) by delivery to the Company of other Common Stock, (b) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other Common Stock) with the person to
whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board; provided, however, that at any time that the Company is
incorporated in Delaware, then payment of the Common Stock's "par value," as
defined in the Delaware General Corporation Law, shall not be made by deferred
payment.  In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

     (d)  Transferability.  An Incentive Stock Option and, prior to the Listing
Date, a Nonstatutory Stock Option shall not be transferable except by will or by
the laws of descent and distribution, and shall be exercisable

________________________________________________________________________________
/3/  The initial 1,000,000 shares were adjusted to 2,000,000 shares pursuant to
the 2-for-1 stock split on June 26, 2000.

                                       6
<PAGE>

during the lifetime of the person to whom the Incentive Stock Option is granted
only by such person. After the Listing Date, a Nonstatutory Stock Option shall
be transferable to the extent provided in the Option Agreement. If the
Nonstatutory Stock Option does not provide for transferability, then the
Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution, and shall be exercisable during the lifetime
of the person to whom the Option is granted only by such person. Notwithstanding
the foregoing provisions of subsection 6(f), the person to whom the Option is
granted may, by delivering written notice to the Company, in a form satisfactory
to the Company, designate a third party who, in the event of the death of the
Optionee, shall thereafter be entitled to exercise the Option.

       (e) Vesting. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised which may be based upon performance or
other criteria as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.

       (f) Minimum Vesting Prior To The Listing Date. Notwithstanding the
foregoing subsection, Options granted prior to the Listing Date shall provide
for vesting of the total number of shares at a rate of at least twenty percent
(20%) per year over five (5) years from the date the Option was granted, subject
to reasonable conditions such as continued employment. However, in the case of
such Options granted to officers, directors or consultants (within the meaning
of Section 260.140.41 of Title 10 of the California Code of Regulations), the
Option may become fully exercisable, subject to reasonable conditions such as
continued employment, at any time or during any period established by the
Company; for example, the vesting provision of the Option may provide for
vesting of less than twenty percent (20%) per year of the total number of shares
subject to the Option.

       (g) Termination Of Continuous Service. In the event an Optionee's
Continuous Service terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination) but only within
such period of time ending on the earlier of (i) the date three (3) months after
the termination of the Optionee's Continuous Service (or such longer or shorter
period specified in the Option Agreement, which, for Options granted prior to
the Listing Date, shall not be less than thirty (30) days unless such
termination is for cause), or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, after termination, the Optionee does not
exercise his or her Option within the time specified in the Option Agreement,
the Option shall terminate, and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.

       (h) Disability Of Optionee. In the event an Optionee's Continuous Service
terminates as a result of the Optionee's disability, the Optionee may exercise
his or her Option, (to the extent such Optionee was entitled to exercise it at
the date of termination) but only within such period of time ending on the
earlier of (i) the date twelve (12) months following such termination (or such
longer or shorter period specified in the Option Agreement, which, for Options
granted prior to the Listing Date, shall not be less than six (6) months) or
(ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.

       (i) Death Of Optionee. In the event of the death of an Optionee during,
or within a period specified in the Option after the termination of, the
Optionee's Continuous Status as an Employee, Director, or Consultant, the Option
may be exercised (to the extent the Optionee was entitled to exercise the Option
at the date of death) by the Optionee's estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated
to exercise the option upon the Optionee's death pursuant to subsection 6(d),
but only within the period

                                       7
<PAGE>

ending on the earlier of (i) the date eighteen (18) months following the date of
death (or such longer or shorter period specified in the Option Agreement,
which, for Options granted prior to the Listing Date, shall not be less than six
(6) months), or (ii) the expiration of the term of such Option as set forth in
the Option Agreement. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan. If, after death, the Option is not exercised within the time
specified herein, the Option shall terminate, and the shares covered by such
Option shall revert to and again become available for issuance under the Plan.

       (j) Early Exercise. The Option may, but need not, include a provision
whereby the Optionee may elect at any time before the Optionee's Continuous
Service terminates to exercise the Option as to any part or all of the shares
subject to the Option prior to the full vesting of the Option. Subject to the
repurchase option limitations specified in subsection 11(h), any unvested shares
so purchased may be subject to a repurchase right in favor of the Company or to
any other restriction the Board determines to be appropriate.

       (k) Re-Load Options. Without in any way limiting the authority of the
Board or Committee to make or not to make grants of Options hereunder, the Board
or Committee shall have the authority (but not an obligation) to include as part
of any Option Agreement a provision entitling the Optionee to a further Option
(a "Re-Load Option") in the event the Optionee exercises the Option evidenced by
the Option agreement, in whole or in part, by surrendering other shares of
Common Stock in accordance with this Plan and the terms and conditions of the
Option Agreement. Any such Re-Load Option (i) shall be for a number of shares
equal to the number of shares surrendered as part or all of the exercise price
of such Option; (ii) shall have an expiration date which is the same as the
expiration date of the Option the exercise of which gave rise to such Re-Load
Option; and (iii) shall have an exercise price which is equal to one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the Re-
Load Option on the date of exercise of the original Option or, in the case of a
Re-Load Option which is an Incentive Stock Option and which is granted to a ten
percent (10%) shareholder (as described in subsection 5(c)), shall have an
exercise price which is equal to one hundred ten percent (110%) of the Fair
Market Value of the stock subject to the Re-Load Option on the date of exercise
of the original Option.

       Any such Re-Load Option may be an Incentive Stock Option or a
Nonstatutory Stock Option, as the Board or Committee may designate at the time
of the grant of the original Option; provided, however, that the designation of
any Re-Load Option as an Incentive Stock Option shall be subject to the one
hundred thousand dollars ($100,000) annual limitation on exercisability of
Incentive Stock Options described in subsection 11(d) of the Plan and in Section
422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option. Any
such Re-Load Option shall be subject to the availability of sufficient shares
under subsection 4(a) and shall be subject to such other terms and conditions as
the Board or Committee may determine.

7.     Terms Of Stock Bonuses and Purchases Of Restricted Stock.

       Each stock bonus or restricted stock purchase agreement shall be in such
form and shall contain such terms and conditions as the Board or the Committee
shall deem appropriate. The terms and conditions of stock bonus or restricted
stock purchase agreements may change from time to time, and the terms and
conditions of separate agreements need not be identical, but each stock bonus or
restricted stock purchase agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions as appropriate:

       (a) Purchase Price. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board or Committee shall
determine and designate in such agreement but in no event shall the purchase
price be less than eighty five percent (85%) of the stock's Fair Market Value on
the date such award is made. Notwithstanding the foregoing, the Board or the
Committee may determine that eligible participants in the Plan may be awarded
stock pursuant to a stock bonus agreement in consideration for past services
actually rendered to the Company or for its benefit. For grants prior to the
Listing Date, the purchase price under each restricted stock purchase agreement
shall not be less than eighty-five percent (85%) of the stock's Fair Market
Value on the date such award is made or at the time the purchase is consummated.

                                       8
<PAGE>

       (b) Transferability. Rights to purchase shares under a stock bonus or
restricted stock purchase agreement granted prior to the Listing Date shall not
be transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the Stock Award
is granted only by such person. Rights to purchase shares under a stock bonus or
restricted stock purchase agreement granted on or after the Listing Date shall
be transferable by the grantee only upon such terms and conditions as are set
forth in the applicable Stock Award Agreement, as the Board shall determine in
its discretion, so long as stock awarded under such Stock Award Agreement
remains subject to the terms of the agreement.

       (c) Consideration. The purchase price of stock acquired pursuant to a
stock purchase agreement shall be paid either: (i) in cash at the time of
purchase; (ii) at the discretion of the Board or the Committee, according to a
deferred payment or other arrangement with the person to whom the stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Board or the Committee in their discretion. Notwithstanding the foregoing, the
Board or the Committee to which administration of the Plan has been delegated
may award stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.

       (d) Vesting. Subject to the repurchase option limitations specified in
subsection 11(h), shares of stock sold or awarded under the Plan may, but need
not, be subject to a repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board or the Committee.

       (e) Termination Of Continuous Service. Subject to the repurchase option
limitations specified in subsection 11(h), in the event a Participant's
Continuous Service terminates, the Company may repurchase or otherwise reacquire
any or all of the shares of stock held by that person which have not vested as
of the date of termination under the terms of the stock bonus or restricted
stock purchase agreement between the Company and such person.

8.     Cancellation and Re-Grant Of Options.

       The Board or the Committee shall have the authority to effect, at any
time and from time to time, (i) the repricing of any outstanding Options, and
(ii) with the consent of the affected holders of Options, the cancellation of
any outstanding Options under the Plan and the grant in substitution therefor of
new Options under the Plan covering the same or different numbers of shares of
stock, but having an exercise price per share not less than eighty five percent
(85%) of the Fair Market Value (one hundred percent (100%) of the Fair Market
Value in the case of an Incentive Stock Option or, in the case of an Incentive
Stock Option granted to a ten percent (10%) shareholder (as described in
subsection 5(c)), not less than one hundred ten percent (110%) of the Fair
Market Value) per share of stock on the new grant date.

9.     Covenants Of The Company.

       (a) During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Stock Awards.

       (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Stock Award; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Stock Award or any stock issued or
issuable pursuant to any such Stock Award.  If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such Stock Awards
unless and until such authority is obtained.

                                       9
<PAGE>

10.    Use Of Proceeds From Stock.

       Proceeds from the sale of stock pursuant to Stock Awards shall constitute
general funds of the Company.

11.    Miscellaneous.

       (a) The Board shall have the power to accelerate the time at which a
Stock Award may first be exercised or the time during which a Stock Award or any
part thereof will vest in accordance with the Plan, notwithstanding the
provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.

       (b) Neither an Employee, Director or Consultant nor any person to whom a
Stock Award is transferred under subsection 6(d) or 7(b) shall be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any
shares subject to such Stock Award unless and until such person has satisfied
all requirements for exercise of the Stock Award pursuant to its terms.

       (c) Prior to the Listing Date, as required by Section 260.140.46 of Title
10 of the California Code of Regulations, the Company shall deliver financial
statements to Participants at least annually. This subsection shall not apply to
key Employees whose duties in connection with the Company assure them access to
equivalent information.

       (d) Nothing in the Plan or any instrument executed or Stock Award granted
pursuant thereto shall confer upon any Employee, Director, Consultant or other
holder of Stock Awards any right to continue in the employ of the Company or any
Affiliate (or to continue acting as a Director or Consultant) or shall affect
the right of the Company or any Affiliate to terminate the employment or
relationship as a Director or Consultant of any Employee, Director, Consultant
or other holder of Stock Awards with or without cause.

       (e) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

       (f) The Company may require any person to whom a Stock Award is granted,
or any person to whom a Stock Award is transferred pursuant to subsection 6(d)
or 7(b), as a condition of exercising or acquiring stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to such person's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (1) the issuance of the shares upon the
exercise or acquisition of stock under the Stock Award has been registered under
a then currently effective registration statement under the Securities Act, or
(2) as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

       (g) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash

                                       10
<PAGE>

payment; (2) authorizing the Company to withhold shares from the shares of the
Common Stock otherwise issuable to the participant as a result of the exercise
or acquisition of stock under the Stock Award; or (3) delivering to the Company
owned and unencumbered shares of Common Stock.

       (h) The terms of any repurchase option shall be specified in the Stock
Award and may be either at fair market value or at not less than the original
purchase price. As required by Section 260.140.41 and Section 260.140.42 of
Title 10 of the California Code of Regulations, any repurchase option in a Stock
Award granted prior to the Listing Date and held by a person other than an
Officer, Director or Consultant shall be upon the terms described below:

             (i)   If repurchase option gives the Company the right to
repurchase the shares upon termination of employment at not less than the fair
market value of the shares to be purchased on the date of termination of
employment, then (1) the right to repurchase shall be exercised for cash or
cancellation of purchase money indebtedness for the shares within ninety (90)
days of termination of employment (or in the case of shares issued upon exercise
of Stock Awards after the date of termination, within ninety (90) days after the
date of the exercise) or such longer period as may be agreed to by the Company
and the Participant (for example, for purposes of satisfying the requirements of
Section 1202(c)(3) of the Code regarding "qualified small business stock"), and
(2) the right terminates when the shares become publicly traded.

             (ii)  If repurchase option gives the Company the right to
repurchase the shares upon termination of employment at the original purchase
price, then (1) the right to repurchase at the original purchase price shall
lapse at the rate of at least twenty percent (20%) of the shares per year over
five (5) years from the date the Stock Award is granted (without respect to the
date the Stock Award was exercised or became exercisable) and (2) the right to
repurchase shall be exercised for cash or cancellation of purchase money
indebtedness for the shares within ninety (90) days of termination of employment
(or in the case of shares issued upon exercise of Options after the date of
termination, within ninety (90) days after the date of the exercise) or such
longer period as may be agreed to by the Company and the Participant (for
example, for purposes of satisfying the requirements of Section 1202(c)(3) of
the Code regarding "qualified small business stock").

12.    Adjustments Upon Changes In Stock.

       (a) If any change is made in the stock subject to the Plan, or subject to
any Stock Award (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Plan will be appropriately adjusted in
the class(es) and maximum number of shares subject to the Plan pursuant to
subsection 4(a) and the outstanding Stock Awards will be appropriately adjusted
in class(es) and number of shares and price per share of stock subject to such
outstanding Stock Awards.

       (b) In the event of a dissolution or liquidation of the Company, then,
upon advance written notice by the Company of at least ten (10) business days to
the holders of any Stock Awards outstanding under the Plan, such Stock Awards
shall be terminated if not exercised (if applicable) prior to such event.

       (c) In the event of (1) a sale of substantially all of the assets of the
Company, (2) a merger or consolidation in which the Company is not the surviving
corporation or (3) a reverse merger in which the Company is the surviving
corporation but the shares of Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise, then any surviving corporation or
acquiring corporation shall assume any Stock Awards outstanding under the Plan
or shall substitute similar stock awards (including an award to acquire the same
consideration paid to the shareholders in the transaction described in this
subsection for those outstanding under the Plan. In the event any surviving
corporation or acquiring corporation refuses to assume such Stock Awards or to
substitute similar stock awards for those outstanding under the Plan, then with
respect to Stock Awards held by persons whose Continuous Service has not
terminated, the vesting of such Stock Awards (and, if applicable, the time
during which such Stock Awards may be exercised) shall be accelerated upon prior
written notice by the Company to the holders of such Stock Awards at

                                       11
<PAGE>

least five (5) business days prior to such event and the Stock Awards shall
terminate if not exercised (if applicable) at or prior to such event. With
respect to any other Stock Awards outstanding under the Plan, upon advance
written notice by the Company of at least five (5) business days to the holders
of such Stock Awards, such Stock Awards shall terminate if not exercised (if
applicable) prior to such event.

13.    Amendment Of The Plan and Stock Awards.

       (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the shareholders of
the Company to the extent shareholder approval is necessary to satisfy the
requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities
exchange listing requirements.

       (b) The Board may in its sole discretion submit any other amendment to
the Plan for shareholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 162(m) of the Code and
the regulations promulgated thereunder regarding the exclusion of performance-
based compensation from the limit on corporate deductibility of compensation
paid to certain executive officers.

       (c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible Employees,
Directors or Consultants with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

       (d) Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Stock Award was granted
and (ii) such person consents in writing.

       (e) The Board at any time, and from time to time, may amend the terms of
any one or more Stock Award; provided, however that the rights and obligations
under any Stock Award shall not be impaired by any such amendment unless (i) the
Company requests the consent of the person to whom the Stock Award was granted
and (ii) such person consents in writing.

14.    Termination Or Suspension Of The Plan.

       (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate at the close of business on February
16, 2008, which shall be within ten (10) years from the date the Plan is adopted
by the Board or approved by the shareholders of the Company, whichever is
sooner. Notwithstanding the foregoing, all Incentive Stock Options shall be
granted, if at all, no later than the last day preceding the tenth (10th)
anniversary of the earlier of (i) the date on which the latest increase in the
maximum number of shares issuable under the Plan was approved by the
shareholders of the Company or (ii) the date such amendment was adopted by the
Board. No Stock Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.

       (b) Rights and obligations under any Stock Award granted while the Plan
is in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the Stock Award was
granted.

15.    Effective Date Of Plan.

       The Plan shall become effective on the date adopted by the Board, but no
Options or rights to purchase restricted stock shall be exercised, and no stock
bonuses shall be granted under the Plan, unless and until the Plan has been
approved by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted by the Board.

                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>1998 EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>

                                                                    Exhibit 99.4


                               NVIDIA Corporation
                       1998 Employee Stock Purchase Plan

                           Adopted February 17, 1998
                    Approved By Stockholders April 6, 1998
               Amended by the Compensation Committee May 16, 1999
                     Approved By Stockholders June 17, 1999
       Adjusted for Automatic Share Reserve Increase on January 31, 2000
               Adjusted for 2-for-1 Stock Split on June 26, 2000
                              No Termination Date


1.     Purpose.

       (a) The purpose of the 1998 Employee Stock Purchase Plan (the "Plan") is
to provide a means by which employees of NVIDIA Corporation, a Delaware
corporation (the "Company"), and its Affiliates, as defined in subparagraph
1(b), which are designated as provided in subparagraph 2(b), may be given an
opportunity to purchase stock of the Company.

       (b) The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code").

       (c) The Company, by means of the Plan, seeks to retain the services of
its employees, to secure and retain the services of new employees, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

       (d) The Company intends that the rights to purchase stock of the Company
granted under the Plan be considered options issued under an "employee stock
purchase plan" as that term is defined in Section 423(b) of the Code.

2.     Administration.

       (a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company unless and until the Board delegates administration to a
Committee, as provided in subparagraph 2(c).  Whether or not the Board has
delegated administration, the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the
Plan.

       (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

               (i)   To determine when and how rights to purchase stock of the
Company shall be granted and the provisions of each offering of such rights
(which need not be identical).

               (ii)  To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.

               (iii) To construe and interpret the Plan and rights granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect,

                                       1
<PAGE>

omission or inconsistency in the Plan, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.

          (iv)  To amend the Plan as provided in paragraph 13.

          (v)   Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company and its Affiliates and to carry out the intent that the Plan be treated
as an "employee stock purchase plan" within the meaning of Section 423 of the
Code.

     (c)  The Board may delegate administration of the Plan to a Committee
composed of not fewer than two (2) members of the Board (the "Committee")
constituted in accordance with the requirements of Rule 16b-3 ("Rule 16b-3")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3.   Shares Subject to the Plan.

     (a) Subject to the provisions of paragraph 12 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to rights granted under
the Plan shall not exceed in the aggregate Two Million Five Hundred Forty-four
Thousand Seven Hundred Seventy (2,544,770) shares/1/ of the Company's common
stock (the "Common Stock"). If any right granted under the Plan shall for any
reason terminate without having been exercised, the Common Stock not purchased
under such right shall again become available for the Plan.

     (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

     (c) Notwithstanding subsection 3(a) hereof, on the last day of each fiscal
year (the "Calculation Date") for a period of ten (10) years, commencing with
the fiscal year ending in January 2000 and ending with the fiscal year ending in
January 2009, the aggregate number of shares of Common Stock that are available
for issuance under the Plan shall automatically be increased by a number of
shares equal to two percent (2%) of the Diluted Shares Outstanding; provided,
however, that the maximum aggregate number of shares of Common Stock that are
available for issuance under the Plan shall not exceed Thirteen Million
(13,000,000) shares/2/ of Common Stock.

     (d) For purposes of subsection 3(c) hereof, "Diluted Shares Outstanding"
shall mean, as of any date, (i) the number of outstanding shares of Common Stock
of the Company on such Calculation Date, plus (ii) the number of shares of
Common Stock issuable upon such Calculation Date assuming the conversion of all
outstanding Preferred Stock and convertible notes, plus (iii) the additional
number of dilutive Common Stock equivalent shares outstanding as the result of
any options or warrants outstanding during the fiscal year, calculated using the
treasury stock method.

4.   Grant of Rights; Offering.

     (a) The Board or the Committee may from time to time grant or provide for
the grant of rights to purchase Common Stock of the Company under the Plan to
eligible employees (an "Offering") on a date or dates (the

__________________________

     The initial 500,000 shares were automatically increased on January 30, 2000
by 772,385 shares to 1,272385 shares. This number was adjusted to 2,544,770
shares pursuant to the 2-for-1 stock split on June 26, 2000.

     The initial 6,500,000 shares were adjusted to 13,000,000 shares pursuant to
the 2-for-1 stock split on June 26, 2000.

                                       2
<PAGE>

"Offering Date(s)") selected by the Board or the Committee. Each Offering shall
be in such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate, which shall comply with the requirements of
Section 423(b)(5) of the Code that all employees granted rights to purchase
stock under the Plan shall have the same rights and privileges. The terms and
conditions of an Offering shall be incorporated by reference into the Plan and
treated as part of the Plan. The provisions of separate Offerings need not be
identical, but each Offering shall include (through incorporation of the
provisions of this Plan by reference in the document comprising the Offering or
otherwise) the period during which the Offering shall be effective, which period
shall not exceed twenty-seven (27) months beginning with the Offering Date, and
the substance of the provisions contained in paragraphs 5 through 8, inclusive.

     (b)  If an employee has more than one right outstanding under the Plan,
unless he or she otherwise indicates in agreements or notices delivered
hereunder: (1) each agreement or notice delivered by that employee will be
deemed to apply to all of his or her rights under the Plan, and (2) a right with
a lower exercise price (or an earlier-granted right, if two rights have
identical exercise prices), will be exercised to the fullest possible extent
before a right with a higher exercise price (or a later-granted right, if two
rights have identical exercise prices) will be exercised.

5.   Eligibility.

     (a) Rights may be granted only to employees of the Company or, as the Board
or the Committee may designate as provided in subparagraph 2(b), to employees of
any Affiliate of the Company. Except as provided in subparagraph 5(b), an
employee of the Company or any Affiliate shall not be eligible to be granted
rights under the Plan, unless, on the Offering Date, such employee has been in
the employ of the Company or any Affiliate for such continuous period preceding
such grant as the Board or the Committee may require, but in no event shall the
required period of continuous employment be equal to or greater than two (2)
years. In addition, unless otherwise determined by the Board or the Committee
and set forth in the terms of the applicable Offering, no employee of the
Company or any Affiliate shall be eligible to be granted rights under the Plan,
unless, on the Offering Date, such employee's customary employment with the
Company or such Affiliate is for at least twenty (20) hours per week and at
least five (5) months per calendar year.

     (b) The Board or the Committee may provide that, each person who, during
the course of an Offering, first becomes an eligible employee of the Company or
designated Affiliate will, on a date or dates specified in the Offering which
coincides with the day on which such person becomes an eligible employee or
occurs thereafter, receive a right under that Offering, which right shall
thereafter be deemed to be a part of that Offering. Such right shall have the
same characteristics as any rights originally granted under that Offering, as
described herein, except that:

            (i)   the date on which such right is granted shall be the "Offering
Date" of such right for all purposes, including determination of the exercise
price of such right;

            (ii)  the period of the Offering with respect to such right shall
begin on its Offering Date and end coincident with the end of such Offering; and

            (iii) the Board or the Committee may provide that if such person
first becomes an eligible employee within a specified period of time before the
end of the Offering, he or she will not receive any right under that Offering.

     (c)  No employee shall be eligible for the grant of any rights under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate.  For purposes of
this subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock which such employee
may purchase under all outstanding rights and options shall be treated as stock
owned by such employee.

                                       3
<PAGE>

     (d)  An eligible employee may be granted rights under the Plan only if such
rights, together with any other rights granted under "employee stock purchase
plans" of the Company and any Affiliates, as specified by Section 423(b)(8) of
the Code, do not permit such employee's rights to purchase stock of the Company
or any Affiliate to accrue at a rate which exceeds twenty five thousand dollars
($25,000) of fair market value of such stock (determined at the time such rights
are granted) for each calendar year in which such rights are outstanding at any
time.

     (e)  Officers of the Company and any designated Affiliate shall be eligible
to participate in Offerings under the Plan, provided, however, that the Board
may provide in an Offering that certain employees who are highly compensated
employees within the meaning of Section 423(b)(4)(D) of the Code shall not be
eligible to participate.

6.   Rights; Purchase Price.

     (a)  On each Offering Date, each eligible employee, pursuant to an Offering
made under the Plan, shall be granted the right to purchase up to the number of
shares of Common Stock of the Company purchasable with a percentage designated
by the Board or the Committee not exceeding fifteen percent (15%) of such
employee's Earnings (as defined by the Board or the Committee in each Offering)
during the period which begins on the Offering Date (or such later date as the
Board or the Committee determines for a particular Offering) and ends on the
date stated in the Offering, which date shall be no later than the end of the
Offering. The Board or the Committee shall establish one or more dates during an
Offering (the "Purchase Date(s)") on which rights granted under the Plan shall
be exercised and purchases of Common Stock carried out in accordance with such
Offering.

     (b)  In connection with each Offering made under the Plan, the Board or the
Committee may specify a maximum number of shares that may be purchased by any
employee as well as a maximum aggregate number of shares that may be purchased
by all eligible employees pursuant to such Offering. In addition, in connection
with each Offering that contains more than one Purchase Date, the Board or the
Committee may specify a maximum aggregate number of shares which may be
purchased by all eligible employees on any given Purchase Date under the
Offering. If the aggregate purchase of shares upon exercise of rights granted
under the Offering would exceed any such maximum aggregate number, the Board or
the Committee shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall deem to be
equitable.

     (c)  The purchase price of stock acquired pursuant to rights granted under
the Plan shall be not less than the lesser of:

             (i)  an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Offering Date; or

             (ii) an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Purchase Date.

7.   Participation; Withdrawal; Termination.

     (a)  An eligible employee may become a participant in the Plan pursuant to
an Offering by delivering a participation agreement to the Company within the
time specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage
specified by the Board or the Committee of such employee's Earnings during the
Offering (as defined by the Board or Committee in each Offering). The payroll
deductions made for each participant shall be credited to an account for such
participant under the Plan and shall be deposited with the general funds of the
Company. A participant may reduce (including to zero) or increase such payroll
deductions, and an eligible employee may begin such payroll deductions, after
the beginning of any Offering only as provided for in the Offering. A
participant may make additional payments into his or her account only if
specifically provided for in the Offering and only if the participant has not
had the maximum amount withheld during the Offering.

                                       4
<PAGE>

     (b)  At any time during an Offering, a participant may terminate his or her
payroll deductions under the Plan and withdraw from the Offering by delivering
to the Company a notice of withdrawal in such form as the Company provides. Such
withdrawal may be elected at any time prior to the end of the Offering except as
provided by the Board or the Committee in the Offering. Upon such withdrawal
from the Offering by a participant, the Company shall distribute to such
participant all of his or her accumulated payroll deductions (reduced to the
extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant's
interest in that Offering shall be automatically terminated. A participant's
withdrawal from an Offering will have no effect upon such participant's
eligibility to participate in any other Offerings under the Plan but such
participant will be required to deliver a new participation agreement in order
to participate in subsequent Offerings under the Plan.

     (c)  Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating employee's employment with the
Company and any designated Affiliate, for any reason, and the Company shall
distribute to such terminated employee all of his or her accumulated payroll
deductions (reduced to the extent, if any, such deductions have been used to
acquire stock for the terminated employee) under the Offering, without interest.

     (d)  Rights granted under the Plan shall not be transferable by a
participant otherwise than by will or the laws of descent and distribution, or
by a beneficiary designation as provided in paragraph 14 and, otherwise during
his or her lifetime, shall be exercisable only by the person to whom such rights
are granted.

8.   Exercise.

     (a)  On each Purchase Date specified therefor in the relevant Offering,
each participant's accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for interest)
will be applied to the purchase of whole shares of stock of the Company, up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable Offering, at the purchase price specified in the Offering. No
fractional shares shall be issued upon the exercise of rights granted under the
Plan. The amount, if any, of accumulated payroll deductions remaining in each
participant's account after the purchase of shares which is less than the amount
required to purchase one share of stock on the final Purchase Date of an
Offering shall be held in each such participant's account for the purchase of
shares under the next Offering under the Plan, unless such participant withdraws
from such next Offering, as provided in subparagraph 7(b), or is no longer
eligible to be granted rights under the Plan, as provided in paragraph 5, in
which case such amount shall be distributed to the participant after such final
Purchase Date, without interest. The amount, if any, of accumulated payroll
deductions remaining in any participant's account after the purchase of shares
which is equal to the amount required to purchase whole shares of stock on the
final Purchase Date of an Offering shall be distributed in full to the
participant after such Purchase Date, without interest.

     (b)  No rights granted under the Plan may be exercised to any extent unless
the shares to be issued upon such exercise under the Plan (including rights
granted thereunder) are covered by an effective registration statement pursuant
to the Securities Act of 1933, as amended (the "Securities Act") and the Plan is
in material compliance with all applicable state, foreign and other securities
and other laws applicable to the Plan. If on a Purchase Date in any Offering
hereunder the Plan is not so registered or in such compliance, no rights granted
under the Plan or any Offering shall be exercised on such Purchase Date, and the
Purchase Date shall be delayed until the Plan is subject to such an effective
registration statement and such compliance, except that the Purchase Date shall
not be delayed more than twelve (12) months and the Purchase Date shall in no
event be more than twenty-seven (27) months from the Offering Date. If on the
Purchase Date of any Offering hereunder, as delayed to the maximum extent
permissible, the Plan is not registered and in such compliance, no rights
granted under the Plan or any Offering shall be exercised and all payroll
deductions accumulated during the Offering (reduced to the extent, if any, such
deductions have been used to acquire stock) shall be distributed to the
participants, without interest.

                                       5
<PAGE>

9.   Covenants of the Company.

     (a)  During the terms of the rights granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such rights.

     (b)  The Company shall seek to obtain from each federal, state, foreign or
other regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock upon exercise of
the rights granted under the Plan. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such rights unless and until
such authority is obtained.

10.  Use of Proceeds from Stock.

     Proceeds from the sale of stock pursuant to rights granted under the Plan
shall constitute general funds of the Company.

11.  Rights as a Stockholder.

     A participant shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to rights granted
under the Plan unless and until the participant's shareholdings acquired upon
exercise of rights under the Plan are recorded in the books of the Company.

12.  Adjustments upon Changes in Stock.

     (a)  If any change is made in the stock subject to the Plan, or subject to
any rights granted under the Plan (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan and
outstanding rights will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan and the class(es) and number of shares and
price per share of stock subject to outstanding rights. Such adjustments shall
be made by the Board or the Committee, the determination of which shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

     (b)  In the event of: (1) a dissolution or liquidation of the Company; (2)
a merger or consolidation in which the Company is not the surviving corporation;
(3) a reverse merger in which the Company is the surviving corporation but the
shares of the Company's Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; or (4) the acquisition by any person,
entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act
or any comparable successor provisions (excluding any employee benefit plan, or
related trust, sponsored or maintained by the Company or any Affiliate of the
Company) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors, then, as determined by the
Board in its sole discretion (i) any surviving or acquiring corporation may
assume outstanding rights or substitute similar rights for those under the Plan,
(ii) such rights may continue in full force and effect, or (iii) participants'
accumulated payroll deductions may be used to purchase Common Stock immediately
prior to the transaction described above and the participants' rights under the
ongoing Offering terminated.

13.  Amendment of the Plan.

     (a)  The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the

                                       6
<PAGE>

stockholders of the Company to the extent stockholder approval is necessary for
the Plan to satisfy the requirements of Section 423 of the Code, Rule 16b-3 or
any Nasdaq or securities exchange listing requirements.

     (b)  The Board may in its sole discretion submit any other amendment to the
Plan for stockholder approval, including.

     (c)  It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or to bring the Plan and/or rights granted under it into compliance
therewith.

     (d)  Rights and obligations under any rights granted before amendment of
the Plan shall not be impaired by any amendment of the Plan, except with the
consent of the person to whom such rights were granted, or except as necessary
to comply with any laws or governmental regulations, or except as necessary to
ensure that the Plan and/or rights granted under the Plan comply with the
requirements of Section 423 of the Code.

14.  Designation of Beneficiary.

     (a)  A participant may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to the end of an
Offering but prior to delivery to the participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death during an Offering.

     (b)  The participant may change such designation of beneficiary at any time
by written notice. In the event of the death of a participant and in the absence
of a beneficiary validly designated under the Plan who is living at the time of
such participant's death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its sole discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

15.  Termination or Suspension of the Plan.

     (a)  The Board in its discretion may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate at the time that all of
the shares subject to the Plan's share reserve, as increased and/or adjusted
from time to time, have been issued under the terms of the Plan. No rights may
be granted under the Plan while the Plan is suspended or after it is terminated.

     (b)  Rights and obligations under any rights granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except as
expressly provided in the Plan or with the consent of the person to whom such
rights were granted, or except as necessary to comply with any laws or
governmental regulation, or except as necessary to ensure that the Plan and/or
rights granted under the Plan comply with the requirements of Section 423 of the
Code.

16.  Effective Date of Plan.

     The Plan shall become effective on the same day that the Company's initial
public offering of shares of common stock becomes effective (the "Effective
Date"), but no rights granted under the Plan shall be exercised unless and until
the Plan has been approved by the stockholders of the Company within twelve (12)
months before or after the date the Plan is adopted by the Board or the
Committee, which date may be prior to the Effective Date.

                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FORM OF EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>

                                                                    Exhibit 99.5


                              NVIDIA Corporation
                  1998 Employee Stock Purchase Plan Offering

                           Adopted February 17, 1998
                           Amended December 7, 1998
                           Amended September 1, 2000


1.   Grant; Offering Date.

     (a)  The Board of Directors of NVIDIA Corporation, a Delaware corporation
(the "Company"), pursuant to the Company's 1998 Employee Stock Purchase Plan
(the "Plan"), hereby authorizes the grant of rights to purchase shares of the
common stock of the Company ("Common Stock") to all Eligible Employees (an
"Offering"). The first Offering shall begin on the effective date of the initial
public offering of the Company's Common Stock and end on February 29, 2000 (the
"Initial Offering"). The Initial Offering will be divided into two (2) shorter
Purchase Periods of approximately six (6) months in duration, with the initial
Purchase Period ending on August 31, 1999 and the second Purchase Period ending
on February 29, 2000.

     (b)  Thereafter, commencing on March 1, 2000 an Offering shall be one (1)
year in length, shall begin on each March 1 and shall be divided into two (2)
shorter Purchase Periods of approximately six (6) months in duration. The first
day of an Offering is that Offering's "Offering Date." August 31 and February 28
(or February 29 in the event of a leap year) shall be that Offering's "Purchase
Dates."

     (c)  If an Offering Date does not fall on a day during which the Company's
Common Stock is actively traded, then the Offering Date shall be the next
subsequent day during which the Company's Common Stock is actively traded. If a
Purchase Date does not fall on a day during which the Company's Common Stock is
actively traded, then the Purchase Date shall be the immediately preceding day
during which the Company's Common Stock is actively traded.

     (d)  Prior to the commencement of any Offering, the Board of Directors (or
the Committee described in subparagraph 2(c) of the Plan, if any) may change any
or all terms of such Offering and any subsequent Offerings. The granting of
rights pursuant to each Offering hereunder shall occur on each respective
Offering Date unless, prior to such date (a) the Board of Directors (or such
Committee) determines that such Offering shall not occur, or (b) no shares
remain available for issuance under the Plan in connection with the Offering.

2.   Eligible Employees.

     All employees of the Company and each of its Affiliates (as defined in the
Plan) incorporated in the United States, shall be granted rights to purchase
Common Stock under each Offering on the Offering Date (an "Eligible Employee").
Notwithstanding the foregoing, the following employees shall not be Eligible
Employees or be granted rights under an Offering: (i) part-time or seasonal
employees whose customary employment is less than 20 hours per week or five
months per calendar year or (ii) 5% shareholders (including ownership through
unexercised options) described in subparagraph 5(c) of the Plan.

3.   Rights.

     (a)  Subject to the limitations contained herein and in the Plan, on each
Offering Date each Eligible Employee shall be granted the right to purchase the
number of shares of Common Stock purchasable with up to ten percent (10%) of
such Eligible Employee's Earnings paid during such Offering after the Eligible
Employee first commences participation; provided, however, that no employee may
purchase Common Stock on a particular Purchase Date that would result in more
than ten percent (10%) of such employee's Earnings in the period from the

                                       1
<PAGE>

Offering Date to such Purchase Date having been applied to purchase shares under
all ongoing Offerings under the Plan and all other Company plans intended to
qualify as "employee stock purchase plans" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). For this Offering, "Earnings"
means the total compensation paid to an employee, including all salary, wages
(including amounts elected to be deferred by the employee, that would otherwise
have been paid, under any cash or deferred arrangement established by the
Company), overtime pay, commissions, bonuses, and other remuneration paid
directly to the employee, but excluding profit sharing, the cost of employee
benefits paid for by the Company, education or tuition reimbursements, imputed
income arising under any Company group insurance or benefit program, traveling
expenses, business and moving expense reimbursements, income received in
connection with stock options, contributions made by the Company under any
employee benefit plan, and similar items of compensation.

     (b)  Subject to the limitations contained herein and in the Plan, each
employee who was an Eligible Employee on the Offering Date but who did not
enroll in the Offering or who was not eligible on the Offering Date but who
first becomes an Eligible Employee during the Offering shall, on the next
September 1 during that Offering, be granted the right to purchase the number of
shares of Common Stock purchasable with up to ten percent (10%) of such
employee's Earnings paid during his or her participation in such Offering, which
right shall be deemed to be a part of the Offering. Such right shall have the
same characteristics as any rights originally granted under the Offering, except
that (i) the date on which such a right is granted shall be the "Offering Date"
of such right for all purposes, including determination of the exercise price of
such right; and (ii) the Offering for such right shall begin on its Offering
Date and end coincident with the end of the ongoing Offering.

     (c)  Notwithstanding the foregoing, the maximum number of shares of Common
Stock an Eligible Employee may purchase on any Purchase Date in an Offering
shall be such number of shares as has a fair market value (determined as of the
Offering Date for such Offering) equal to (x) $25,000 multiplied by the number
of calendar years in which the right under such Offering has been outstanding at
any time, minus (y) the fair market value of any other shares of Common Stock
(determined as of the relevant Offering Date with respect to such shares) which,
for purposes of the limitation of Section 423(b)(8) of the Code, are attributed
to any of such calendar years in which the right is outstanding. The amount in
clause (y) of the previous sentence shall be determined in accordance with
regulations applicable under Section 423(b)(8) of the Code based on (i) the
number of shares previously purchased with respect to such calendar years
pursuant to such Offering or any other Offering under the Plan, or pursuant to
any other Company plans intended to qualify as "employee stock purchase plans"
under Section 423 of the Code, and (ii) the number of shares subject to other
rights outstanding on the Offering Date for such Offering pursuant to the Plan
or any other such Company plan.

     (d)  The maximum aggregate number of shares available to be purchased by
all Eligible Employees under an Offering shall be the number of shares remaining
available under the Plan on the Offering Date. If the aggregate purchase of
shares of Common Stock upon exercise of rights granted under the Offering would
exceed the maximum aggregate number of shares available, the Board shall make a
pro rata allocation of the shares available in a uniform and equitable manner.

4.   Purchase Price.

     The purchase price of the Common Stock under the Offering shall be the
lesser of eighty-five percent (85%) of the fair market value of the Common Stock
on the Offering Date or eighty-five percent (85%) of the fair market value of
the Common Stock on the Purchase Date, in each case rounded up to the nearest
whole cent per share. For the Initial Offering, the fair market value of the
Common Stock at the time when the Offering commences shall be the price per
share at which shares of Common Stock are first sold to the public in the
Company's initial public offering as specified in the final prospectus with
respect to that offering.

5.   Participation.

     (a)  An Eligible Employee may elect to participate in an Offering either at
the beginning of the Offering, or such later date specified in subparagraph
3(b). An Eligible Employee shall become a participant in an Offering by

                                       2
<PAGE>

delivering an agreement authorizing payroll deductions. Such deductions must be
in whole percentages, with a minimum percentage of one percent (1%) and a
maximum percentage of ten percent (10%) of earnings. A participant may not make
additional payments into his or her account. The agreement shall be made on such
enrollment form as the Company or a designated Affiliate provides, and must be
delivered to the Company or designated Affiliate at least ten (10) days before
the Offering Date, or before such later date specified in subparagraph 3(b), to
be effective, unless a later time for filing the enrollment form is set by the
Board for all Eligible Employees with respect to a given Offering Date. For the
Initial Offering, the time for filing an enrollment form and commencing
participation for individuals who are Eligible Employees on the Offering Date
for the Initial Offering may be after the Offering Date, as determined by the
Company and communicated to such Eligible Employees. (If the agreement
authorizing payroll deductions is required to be delivered to the Company or
designated Affiliate a specified number of days before the Offering Date to be
effective, then an employee who becomes eligible during the required delivery
period shall not be considered to be an Eligible Employee at the beginning of
the Offering but may elect to participate during the Offering as provided in
subparagraph 3(b).)

     (b)  A participant may reduce (including to zero) his or her participation
level once (and only once) during a Purchase Period, effective as soon as
administratively practicable. Any such change in participation shall be made by
delivering a notice to the Company or a designated Affiliate in such form and at
such time as the Company provides. In addition, a participant may increase or
decrease his or her deductions prior to the beginning of a new Purchase Period
or Offering to be effective at the beginning of such new Purchase Period or
Offering. Except as otherwise specifically provided herein, a participant may
not increase or decrease his or her participation level during the course of an
Offering.

     (c)  A participant may withdraw from an Offering and receive his or her
accumulated payroll deductions from the Offering (reduced to the extent, if any,
such deductions have been used to acquire Common Stock for the participant on
any prior Purchase Dates), without interest, at any time prior to the end of the
Offering, excluding only each ten (10) day period immediately preceding a
Purchase Date by delivering a withdrawal notice to the Company in such form as
the Company provides.  A participant who has withdrawn from an Offering shall
not again participate in such Offering but may participate in subsequent
Offerings under the Plan by submitting a new participation agreement in
accordance with the terms thereof.

6.   Purchases.

     Subject to the limitations contained herein, on each Purchase Date, each
participant's accumulated payroll deductions (without any increase for interest)
shall be applied to the purchase of whole shares of Common Stock, up to the
maximum number of shares permitted under the Plan and the Offering.

7.   Notices and Agreements.

     Any notices or agreements provided for in an Offering or the Plan shall be
given in writing, in a form provided by the Company, and unless specifically
provided for in the Plan or this Offering shall be deemed effectively given upon
receipt or, in the case of notices and agreements delivered by the Company, five
(5) days after deposit in the United States mail, postage prepaid.

8.   Exercise Contingent on Shareholder Approval.

     The rights granted under an Offering are subject to the approval of the
Plan by the shareholders as required for the Plan to obtain treatment as a tax-
qualified employee stock purchase plan under Section 423 of the Code.

9.   Offering Subject to Plan.

     Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan.  In the event of any conflict
between the provisions of an

                                       3
<PAGE>

Offering and those of the Plan (including interpretations, amendments, rules and
regulations that may from time to time be promulgated and adopted pursuant to
the Plan), the provisions of the Plan shall control.

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>2000 NONSTATUTORY EQUITY INCENTIVE PLAN
<TEXT>

<PAGE>

                                                                    Exhibit 99.6

                              NVIDIA Corporation
                    2000 Nonstatutory Equity Incentive Plan

                            Adopted August 1, 2000
                       Shareholder Approval Not Required
                            Termination Date: None


1.    Purposes.

     (a) The purpose of the Plan is to provide a means by which eligible
Employees and Consultants to the Company and its Affiliates may be given an
opportunity to benefit from increases in value of the stock of the Company
through the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses, and
(iii) rights to purchase restricted stock.

     (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Consultants to the Company or its Affiliates,
to secure and retain the services of new Employees and Consultants, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company and its Affiliates.

     (c) The Company intends that the Stock Awards issued under the Plan shall,
in the discretion of the Board be either (i) Options granted pursuant to Section
6 hereof, or (ii) stock bonuses or rights to purchase restricted stock granted
pursuant to Section 7 hereof. All Options shall be designated Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section 6.

2.    Definitions.

     (a)  Affiliate means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

     (b)  Board means the Board of Directors of the Company.

     (c)  Code means the Internal Revenue Code of 1986, as amended.

     (d)  Common Stock means the common stock of the Company.

     (e)  Committee means a committee appointed by the Board in accordance with
subsection 3(c) of the Plan.

     (f)  Company means NVIDIA Corporation.

     (g)  Consultant means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors. The term "Consultant" shall include
members of the Board of Directors of an Affiliate.

     (h)  Continuous Service means that the Participant's service with the
Company or an Affiliate, whether as an Employee or Consultant, is not
interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee or
Consultant or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the
Participant's Continuous Service. For

                                       1
<PAGE>

example, a change in status from an Employee of the Company to a Consultant or a
director of an Affiliate will not constitute an interruption of Continuous
Service as an Employee. The Board or the chief executive officer of the Company,
in that party's sole discretion, may determine whether Continuous Service shall
be considered interrupted in the case of: (i) any leave of absence approved by
the Board or the chief executive officer of the Company, including sick leave,
military leave, or any other personal leave; or (ii) transfers between the
Company, its Affiliates or their successors.

     (i)  Diluted Shares Outstanding means, as of any date, (i) the number of
outstanding shares of Common Stock of the Company on such Calculation Date (as
defined in Section 4(a) herein), plus (ii) the number of shares of Common Stock
issuable upon such Calculation Date assuming the conversion of all outstanding
Preferred Stock and convertible notes, plus (iii) the additional number of
dilutive Common Stock equivalent shares outstanding as the result of any options
or warrants outstanding during the fiscal year, calculated using the treasury
stock method.

     (j)  Director means a member of the Board.

     (k)  Disability means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

     (l)  Employee means any person, including an Officer or Director, employed
by the Company or any Affiliate. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

     (m)  Exchange Act means the Securities Exchange Act of 1934, as amended.

     (n)  Fair Market Value means, as of any date, the value of the Common
Stock determined as follows:

               (i)   If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market, the Fair Market Value of a share of Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable;

               (ii)  If the Common Stock is quoted on the Nasdaq Small-Cap
Market or is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a share of Common Stock shall
be the mean between the bid and asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Board deems reliable;

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the Board.

     (o)  Listing Date means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.

     (p)  Incentive Stock Option means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (q)  Nonstatutory Stock Option means an Option not intended to qualify as
an Incentive Stock Option.

                                       2
<PAGE>

     (r)  Officer means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder. Officer also means a person who possesses the authority
of an "officer" as that term is used in Rule 4460(i)(1)(A) of the Rules of the
National Association of Securities Dealers, Inc. For purposes of the Plan, a
person in the position of "Vice President" or higher shall be classified as an
"Officer" unless the Board expressly finds that such person does not possess the
authority of an "officer" as that term is used in Rule 4460(i)(1)(A) of the
Rules of the National Association of Securities Dealers, Inc.

     (s)  Option means a stock option granted pursuant to the Plan.

     (t)  Option Agreement means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

     (u)  Optionholder means an Employee or Consultant who holds an outstanding
Option.

     (v)  Plan means this NVIDIA Corporation 2000 Nonstatutory Equity Incentive
Plan.

     (w)  Stock Award means any right granted under the Plan, including any
Option, any stock bonus, and any right to purchase restricted stock.

     (x)  Stock Award Agreement means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

     (y)  Ten Percent Shareholder means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates.

3.    Administration.

     (a)  The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

     (b)  The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

               (i)   To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; whether a Stock Award will be a Nonstatutory Stock
Option, a stock bonus, a right to purchase restricted stock, or a combination of
the foregoing; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive stock pursuant to a Stock Award; and the number of shares with respect
to which a Stock Award shall be granted to each such person.

               (ii)  To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

               (iii) To amend the Plan or a Stock Award as provided in Section
13.

                                       3
<PAGE>

               (iv) Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

       (c) The Board may delegate administration of the Plan to a committee or
committees of one or more members of the Board, and the term "Committee" shall
apply to any person or persons to whom such authority has been delegated. If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan.

       (d) All determinations, interpretations and constructions made by the
Board in good faith shall not be subject to review by any person and shall be
final, binding and conclusive on all persons.

4.     Shares Subject To The Plan.

       (a) Subject to the provisions of Section 12 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Stock Awards shall
not exceed in the aggregate Two Million Three Hundred Seventeen Thousand One
Hundred Fifty-five (2,317,155) shares of the Company's Common Stock. If any
Stock Award shall for any reason expire or otherwise terminate, in whole or in
part, without having been exercised in full, the stock not acquired under such
Stock Award shall revert to and again become available for issuance under the
Plan. If the Company repurchases unvested shares acquired pursuant to a Stock
Award, the shares of Common Stock so repurchased shall revert to and again
become available for issuance under the Plan.

       (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

5.     Eligibility.

       (a) Eligibility for Stock Awards.  Stock Awards may be granted to
Employees and Consultants who are not Officers, Directors or Ten Percent
Shareholders at the time of grant.

       (b) Consultants.

             (i)  A Consultant shall not be eligible for the grant of a Stock
Award if, at the time of grant, a Form S-8 Registration Statement under the
Securities Act ("Form S-8") is not available to register either the offer or the
sale of the Company's securities to such Consultant because of the nature of the
services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.

             (ii) Form S-8 generally is available to consultants and advisors
only if (1) they are natural persons; (2) they provide bona fide services to the
issuer, its parents, its majority-owned subsidiaries and (3) the services are
not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the issuer's securities.

                                       4
<PAGE>

6.   Option Provisions.

     Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

       (a) Term.  The Board shall determine the term of each Option.

       (b) Price.  The Board shall determine the exercise price of each Option.

       (c) Consideration.

             (i)   The purchase price of stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (1) in cash at the time the Option is exercised, or (2) at the discretion
of the Board (a) by delivery to the Company of other Common Stock, (b) according
to a deferred payment or other arrangement (which may include, without limiting
the generality of the foregoing, the use of other Common Stock) with the person
to whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (c) in any other form of legal consideration that may be
acceptable to the Board.

             (ii)  At any time that the Company is incorporated in Delaware,
then payment of the Common Stock's "par value," as defined in the Delaware
General Corporation Law, shall not be made by deferred payment. In the case of
any deferred payment arrangement, interest shall be compounded at least annually
and shall be charged at the minimum rate of interest necessary to avoid the
treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.

             (iii) Unless otherwise specifically provided in the Option, the
purchase price of Common Stock acquired pursuant to an Option that is paid by
delivery to the Company of other Common Stock acquired, directly or indirectly
from the Company, shall be paid only by shares of the Common Stock of the
Company that have been held for more than six (6) months (or such longer or
shorter period of time required to avoid a charge to earnings for financial
accounting purposes).

       (d) Transferability. An Option shall be transferable to the extent
provided in the Option Agreement. If the Option does not provide for
transferability, then the Option shall not be transferable except by will or by
the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person.
Notwithstanding the foregoing provisions of subsection 6(d), the person to whom
the Option is granted may, by delivering written notice to the Company, in a
form satisfactory to the Company, designate a third party who, in the event of
the death of the Optionholder, shall thereafter be entitled to exercise the
Option.

       (e) Vesting. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised which may be based upon performance or
other criteria as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.

       (f) Termination Of Continuous Service. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise it at the date of termination) but
only within such period of time ending on the earlier of (i) the date three (3)
months after the termination of the Optionholder's Continuous Service (or such
longer or shorter period specified in the Option Agreement), or (ii) the
expiration of the term of the Option

                                       5
<PAGE>

as set forth in the Option Agreement. If, after termination, the Optionholder
does not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate, and the shares covered by such Option
shall revert to and again become available for issuance under the Plan.

       (g) Disability Of Optionholder.  In the event an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option, (to the extent such Optionholder
was entitled to exercise it at the date of termination) but only within such
period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the
Option Agreement) or (ii) the expiration of the term of the Option as set forth
in the Option Agreement.  If, at the date of termination, the Optionholder is
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan.  If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

       (h) Death Of Optionholder.  In the event of the death of an Optionholder
during, or within a period specified in the Option after the termination of, the
Optionholder's Continuous Status as an Employee, Director, or Consultant, the
Option may be exercised (to the extent the Optionholder was entitled to exercise
the Option at the date of death) by the Optionholder's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionholder's death pursuant
to subsection 6(d), but only within the period ending on the earlier of (i) the
date eighteen (18) months following the date of death (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of
such Option as set forth in the Option Agreement.  If, at the time of death, the
Optionholder was not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan.  If, after death, the Option is
not exercised within the time specified herein, the Option shall terminate, and
the shares covered by such Option shall revert to and again become available for
issuance under the Plan.

       (i) Early Exercise.  The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares subject to the Option prior to the full vesting of the Option.  Any
unvested shares so purchased may be subject to a repurchase right in favor of
the Company or to any other restriction the Board determines to be appropriate.

       (j) Re-Load Options.  Without in any way limiting the authority of the
Board to make or not to make grants of Options hereunder, the Board shall have
the authority (but not an obligation) to include as part of any Option Agreement
a provision entitling the Optionholder to a further Option (a "Re-Load Option")
in the event the Optionholder exercises the Option evidenced by the Option
agreement, in whole or in part, by surrendering other shares of Common Stock in
accordance with this Plan and the terms and conditions of the Option Agreement.
Any such Re-Load Option (i) shall be for a number of shares equal to the number
of shares surrendered as part or all of the exercise price of such Option; (ii)
shall have an expiration date which is the same as the expiration date of the
Option the exercise of which gave rise to such Re-Load Option; and (iii) shall
have an exercise price which is equal to one hundred percent (100%) of the Fair
Market Value of the Common Stock subject to the Re-Load Option on the date of
exercise of the original Option.

7.   Terms Of Stock Bonuses And Purchases Of Restricted Stock.

     Each stock bonus or restricted stock purchase agreement shall be in such
form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of stock bonus or restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate agreements need not be identical, but each stock bonus or restricted
stock purchase agreement shall include (through incorporation of provisions
hereof by reference in the agreement or otherwise) the substance of each of the
following provisions as appropriate:

                                       6
<PAGE>

       (a) Purchase Price.  The Board shall determine the purchase price under
each restricted stock purchase agreement.  The Board may determine that eligible
participants in the Plan may be awarded stock pursuant to a stock bonus
agreement in consideration for past services actually rendered to the Company or
for its benefit.

       (b) Transferability. Rights to purchase shares under a stock bonus or
restricted stock purchase agreement shall be transferable by the grantee only
upon such terms and conditions as are set forth in the applicable Stock Award
Agreement, as the Board shall determine in its discretion, so long as stock
awarded under such Stock Award Agreement remains subject to the terms of the
agreement.

       (c) Consideration.  The purchase price of stock acquired pursuant to a
stock purchase agreement shall be paid either:  (i) in cash at the time of
purchase; (ii) at the discretion of the Board, according to a deferred payment
or other arrangement with the person to whom the stock is sold; or (iii) in any
other form of legal consideration that may be acceptable to the Board in its
discretion.  Notwithstanding the foregoing, the Board may award stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.

       (d) Vesting. Shares of stock sold or awarded under the Plan may, but need
not, be subject to a repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board.

       (e) Termination Of Continuous Service. In the event a Participant's
Continuous Service terminates, the Company may repurchase or otherwise reacquire
any or all of the shares of stock held by that person which have not vested as
of the date of termination under the terms of the stock bonus or restricted
stock purchase agreement between the Company and such person.

8.     Cancellation And Re-Grant Of Options.

       The Board shall have the authority to effect, at any time and from time
to time, (i) the repricing of any outstanding Options, and (ii) with the consent
of the affected holders of Options, the cancellation of any outstanding Options
under the Plan and the grant in substitution therefor of new Options under the
Plan covering the same or different numbers of shares of stock.

9.     Covenants Of The Company.

       (a) During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Stock Awards.

       (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Stock Award; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Stock Award or any stock issued or
issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such Stock Awards
unless and until such authority is obtained.

10.    Use Of Proceeds From Stock.

       Proceeds from the sale of stock pursuant to Stock Awards shall constitute
general funds of the Company.

11.    Miscellaneous.

       (a) The Board shall have the power to accelerate the time at which a
Stock Award may first be exercised or the time during which a Stock Award or any
part thereof will vest in accordance with the Plan, notwithstanding

                                       7
<PAGE>

the provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.

     (b) Neither an Employee or Consultant nor any person to whom a Stock Award
is transferred under subsection 6(d) or 7(b) shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares subject
to such Stock Award unless and until such person has satisfied all requirements
for exercise of the Stock Award pursuant to its terms.

     (c) Nothing in the Plan or any instrument executed or Stock Award granted
pursuant thereto shall confer upon any Employee, Consultant or other holder of
Stock Awards any right to continue in the employ of the Company or any Affiliate
(or to continue acting as a Consultant) or shall affect the right of the Company
or any Affiliate to terminate the employment or relationship as a Consultant of
any Employee, Consultant or other holder of Stock Awards with or without cause.

     (d) The Company may require any person to whom a Stock Award is granted, or
any person to whom a Stock Award is transferred pursuant to subsection 6(d) or
7(b), as a condition of exercising or acquiring stock under any Stock Award, (i)
to give written assurances satisfactory to the Company as to such person's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (1) the issuance of the shares upon the
exercise or acquisition of stock under the Stock Award has been registered under
a then currently effective registration statement under the Securities Act, or
(2) as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

     (e) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash payment; (2) authorizing the Company to withhold
shares from the shares of the Common Stock otherwise issuable to the participant
as a result of the exercise or acquisition of stock under the Stock Award,
provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (3)
delivering to the Company owned and unencumbered shares of Common Stock.

          (i) The terms of any repurchase option shall be specified in the Stock
Award and may be either at fair market value or at not less than the original
purchase price.

12.  Adjustments Upon Changes In Stock.

     (a) If any change is made in the stock subject to the Plan, or subject to
any Stock Award (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Plan will be appropriately adjusted in
the class(es) and maximum number of shares subject to the Plan pursuant to
subsection 4(a) and the outstanding Stock Awards will be appropriately adjusted
in class(es) and number of shares and price per share of stock subject to such
outstanding Stock Awards.

                                       8
<PAGE>

     (b) In the event of a dissolution or liquidation of the Company, then, upon
advance written notice by the Company of at least ten (10) business days to the
holders of any Stock Awards outstanding under the Plan, such Stock Awards shall
be terminated if not exercised (if applicable) prior to such event.

     (c) In the event of (1) a sale of substantially all of the assets of the
Company, (2) a merger or consolidation in which the Company is not the surviving
corporation or (3) a reverse merger in which the Company is the surviving
corporation but the shares of Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise, then any surviving corporation or
acquiring corporation shall assume any Stock Awards outstanding under the Plan
or shall substitute similar stock awards (including an award to acquire the same
consideration paid to the shareholders in the transaction described in this
subsection for those outstanding under the Plan. In the event any surviving
corporation or acquiring corporation refuses to assume such Stock Awards or to
substitute similar stock awards for those outstanding under the Plan, then with
respect to Stock Awards held by persons whose Continuous Service has not
terminated, the vesting of such Stock Awards (and, if applicable, the time
during which such Stock Awards may be exercised) shall be accelerated upon prior
written notice by the Company to the holders of such Stock Awards at least five
(5) business days prior to such event and the Stock Awards shall terminate if
not exercised (if applicable) at or prior to such event. With respect to any
other Stock Awards outstanding under the Plan, upon advance written notice by
the Company of at least five (5) business days to the holders of such Stock
Awards, such Stock Awards shall terminate if not exercised (if applicable) prior
to such event.

13.    Amendment Of The Plan And Stock Awards.

       (a) The Board at any time, and from time to time, may amend the Plan.

       (b) Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Stock Award was granted
and (ii) such person consents in writing.

       (c) The Board at any time, and from time to time, may amend the terms of
any one or more Stock Award; provided, however that the rights and obligations
under any Stock Award shall not be impaired by any such amendment unless (i) the
Company requests the consent of the person to whom the Stock Award was granted
and (ii) such person consents in writing.

14.    Termination Or Suspension Of The Plan.

       (a) The Board may suspend or terminate the Plan at any time.

       (b) Rights and obligations under any Stock Award granted while the Plan
is in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the Stock Award was
granted.

15.    Effective Date Of Plan.

       The Plan shall become effective on the date adopted by the Board.

16.    Choice of Law.

       The law of the State of Delaware shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>FORM OF NONSTATUTORY STOCK OPTION AGREEMENT
<TEXT>

<PAGE>

                                                                    Exhibit 99.7

                              NVIDIA CORPORATION
                           NONSTATUTORY STOCK OPTION
                    2000 NONSTATUTORY EQUITY INCENTIVE PLAN


                     TERMS and CONDITIONS of STOCK OPTION



     This document sets forth the terms of a Stock Option (the "Option") granted
by NVIDIA Corporation, a Delaware corporation (the "Company"), pursuant to its
2000 Nonstatutory Equity Incentive Plan (the "Plan").  The Option is evidenced
by a Certificate of Stock Option Grant ("Certificate") displayed at the website
of AST StockPlan, Inc.  The Certificate is hereby incorporated herein by
reference, including without limitation the information in the Certificate that
specifies the person to whom the Option is granted ("Grantee"), the specific
details of the grant, and Grantee's electronic acceptance of the Certificate at
the website of AST StockPlan, Inc.

     The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(excluding officers, directors and major stockholders) and consultants.

     The details of your option are as follows:

     1.   The total number of shares of Common Stock subject to the Option are
set forth in the Certificate.  The Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").    Subject to the limitations
contained herein, the Option shall be exercisable with respect to each
installment indicated in the Certificate on or after the date of vesting
applicable to such installment, as set forth in the Certificate.

     2.   (a)  The exercise price of the Option is set forth in the Certificate.

               (b)  Payment of the exercise price per share is due in full upon
exercise of all or any part of each installment that has accrued to you.  You
may elect, to the extent permitted by applicable statutes and regulations, to
make payment of the exercise price under one of the following alternatives:

                    (i)    Payment of the exercise price per share in cash
(including check) at the time of exercise;

                    (ii)   Payment pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which results in the
receipt of cash (or check) by the Company prior to the issuance of Common Stock;
or

                    (iii)  Payment by a combination of the methods of payment
permitted by subparagraph 2(b)(i) through 2(b)(ii) above.

     3.   The Option may not be exercised for any number of shares that would
require the issuance of anything other than whole shares.

     4.   Notwithstanding anything to the contrary contained herein, the Option
may not be exercised unless the shares issuable upon its exercise are then
registered under the Securities Act of 1933, as amended (the "Securities

                                       1
<PAGE>

Act"), or, if such shares are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.

     5.   The term of the Option commences on the date set forth in the
Certificate and, unless sooner terminated as set forth below or in the Plan,
terminates on the Option Expiration Date set forth on the Certificate.  In no
event shall the Option Expiration Date be more than ten (10) years from the date
the Option is granted, and the Option may not be exercised after the Option
Expiration Date.  The Option shall terminate prior to the Option Expiration
Date, as follows: three (3) months after the termination of your Continuous
Service (as defined in the Plan) for any reason or for no reason unless:

               (a)  such termination of your Continuous Service is due to your
permanent and total disability (within the meaning of Section 422(c)(6) of the
Code), in which event the Option shall terminate on the earlier of the Option
Expiration Date or twelve (12) months following such termination of your
Continuous Service; or

               (b)  such termination of your Continuous Service is due to your
death, in which event the Option shall terminate on the earlier of the Option
Expiration Date or eighteen (18) months after your death; or

               (c)  during any part of such three (3) month period the Option is
not exercisable solely because of the condition set forth in paragraph 4 above,
in which event the Option shall not terminate until the earlier of the Option
Expiration Date or until it shall have been exercisable for an aggregate period
of three (3) months after the termination of your Continuous Service.

     However, the Option may be exercised following termination of your
Continuous Service only as to that number of shares as to which it was
exercisable on the date of termination of your Continuous Service.

     6.   (a)  The Option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to the Plan.

          (b)  By exercising the Option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of: (i) the
exercise of the Option; (ii) the lapse of any substantial risk of forfeiture to
which the shares are subject at the time of exercise; or (iii) the disposition
of shares acquired upon such exercise.

     7.   The Option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.  By
delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise the Option.

     8.   The Option is not an employment contract and nothing in the Option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company.  In the event that the Option is granted to you in
connection with the performance of services as a consultant, references to
employment, employee and similar terms shall be deemed to include the
performance of services as a consultant, provided, however, that no rights as an
employee shall arise by reason of the use of such terms.

     9.   Any notices provided for in the Option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.

     10.  The Option is subject to all the provisions of the Plan, a copy of
which is available at the website of AST StockPlan, Inc., and its provisions are
hereby made a part of the Option, including without limitation the

                                       2.
<PAGE>

provisions of Section 6 of the Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of the Option and those of the
Plan, the provisions of the Plan shall control.

     IN WITNESS WHEREOF, the parties hereunto set their hands as of the date the
Certificate is accepted on the website of AST StockPlan.

                                        NVIDIA CORPORATION



                                        Jen-Hsun Huang
                                        President and Chief Executive Officer



                                        GRANTEE

                                        (Acceptance designated electronically at
                                        the website of AST StockPlan.)

                                       3.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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