SanDisk 2005 Annual Report Download - page 136

Download and view the complete annual report

Please find page 136 of the 2005 SanDisk annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 162

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162

1995 Stock Option Plan and 1995 Non-Employee Directors Stock Option Plan. Both of these plans
terminated on May 27, 2005, and no further option grants will be made under the plans after that date. However,
options which were outstanding under these plans on May 27, 2005 will continue to be governed by their existing
terms and may be exercised for shares of the Company’s common stock at any time prior to the expiration of the ten-
year option term or any earlier termination of those options in connection with the optionee’s cessation of
employment or service with the Company. As of January 1, 2006, options granted, net of cancellations, was
38,716,989 shares and 1,616,000 shares under the 1995 Stock Option Plan and the 1995 Non-Employee Directors
Stock Option Plan, respectively. Outstanding options under the 1995 Stock Option Plan have exercise prices
ranging from $1.64 to $69.75 per share, and outstanding options under the 1995 Non-Employee Directors Stock
Option Plan had exercise prices ranging from $6.22 to $35.03 per share.
Special Stock Option Plan. This plan expired on May 27, 2005. No options were ever granted under this plan.
2005 Stock Incentive Plan. 5,700,000 shares of the Company’s common stock have been reserved for
issuance under this plan. The share reserve may increase by up to an additional 10,000,000 shares to the extent that
outstanding options under the 1995 Stock Option Plan and the 1995 Non-Employee Directors Stock Option Plan
expire or terminate unexercised. The shares may be issued under the plan pursuant to three separate equity incentive
programs: (i) the discretionary grant program under which stock options and stock appreciation rights may be
granted to officers and other employees, non-employee board members and independent consultants, (ii) the stock
issuance program under which shares may be awarded to such individuals through restricted stock or restricted
stock unit awards or as a stock bonus for services rendered the Company and (iii) an automatic grant program for the
non-employee board members pursuant to which such individuals will receive option grants or other stock awards at
designated intervals over their period of board service. Grants and awards under the discretionary grant and stock
issuance programs will generally vest incrementally over a four-year period of continued service, and the grants
under the automatic grant program will vest in accordance with the specific vesting provisions set forth in that
program. As of January 1, 2006, options granted, net of cancellations, under the plan was 1,558,625 shares with
exercise prices ranging from $23.76 to $64.20, and restricted stock units covering an additional 105,188 shares were
also outstanding.
F-17
Notes to Consolidated Financial Statements — (Continued)
Annual Report