disgorge to NVIDIA the net after-tax amount of such variable compensation payment if (i) we are required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in a report on Form with any financial reporting requirement under the federal securities laws, and (ii) the board or a committee of independent directors concludes that our CEO or CFO had received a variable compensation payment that would not have been payable if the original interim or annual financial statements reflected the restatement.