NVIDIA CORP — Director's Dealing 2010

May 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2010-05-20

Reporting Person: GAITHER JAMES C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-20	Stock Option (Right to Buy)	$12.46	A	40000	Acquired	2016-05-19	Common (40000)	Direct

Footnotes

F1: Automatic grant in connection with service on the Board of Directors. The grant shall vest quarterly over one year, commencing on May 20, 2010. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested and exercisable.