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NVIDIA Corporation Announces Cash Tender Offer for Employee Stock Options


SANTA CLARA, CA.—NVIDIA Corporation today announced that its Board of Directors approved a cash tender offer for certain employee stock options. The tender offer will commence today and will expire, unless otherwise extended by the Company in its sole discretion, at 12:00 midnight (Pacific Time) on March 11, 2009.

The tender offer applies to outstanding stock options held by employees with an exercise price equal to or greater than $17.50 per share. Members of the Company’s Board of Directors and certain executive officers are not eligible to participate in the tender offer. As of January 25, 2009, there were approximately 33 million eligible options. If all these options are tendered and accepted in the offer, the aggregate cash purchase price for these options would be approximately $92 million.

As a result of the tender offer, the Company may incur a non-recurring charge of up to approximately $150 million upon the closing of the offer if all of the unvested eligible options are tendered. This charge would be reflected in the fiscal first quarter of 2010 financial results and represents stock-based compensation expense, consisting primarily of the remaining unamortized stock-based compensation expense associated with the unvested portion of the eligible options tendered in the offer, plus associated payroll taxes and professional fees.

The tender offer is subject to a number of other terms and conditions as set forth in the offering documents. Neither the Company’s management nor its Board of Directors makes any recommendation in connection with the tender offer.


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