NVIDIA 2006 Annual Report Download - page 124

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(b) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or
(c) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders.
Section 42. Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or of a committee thereof, which authorizes the contract or transaction.
ARTICLE X
DIVIDENDS
Section 43. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the
Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or
special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation and applicable law.
Section 44. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation,
or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors
may modify or abolish any such reserve in the manner in which it was created.
ARTICLE XI
FISCAL YEAR
Section 45. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE XII
INDEMNIFICATION
Section 46. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.
(a) Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the
purposes of this Article XII, “executive officers” shall have the meaning defined in Rule 3b−7 promulgated under the 1934 Act) to the
fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent
of such indemnification by individual contracts with its directors and executive officers.
(b) Other Officers, Employees and Other Agents. The corporation shall have power to indemnify its other
officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the
power to delegate the determination of whether indemnification shall be given to any such person (other than as specified in clause (a)
above) to such officers or other persons as the Board of Directors shall determine.
14