SanDisk 2006 Annual Report Download - page 28

Equity Compensation Information for Plans or Individual Arrangements with Employees and Non-
Employees
The following table provides information as of March 1, 2007 with respect to the shares of the Company’s
Common Stock that may be issued under the Company’s existing equity compensation plans. Other than as
described in footnotes (4) and (6) to the following table, there are no assumed plans under which any options to
acquire such shares or other equity-based awards may be granted.
Plan Category
Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options and
Rights
Weighted Average
Exercise Price
of Outstanding
Options(1)
Number of
Securities Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column A)
(A)
(B)
(C)
Equity Compensation Plans Approved
by Stockholders(2) . . . . . . . . . . . . . . . 20,857,184(3)(4)(5)(6)(7) $32.59 17,978,767(8)
Equity Compensation Plans Not
Approved by Stockholders ......... N/A N/A N/A
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,857,184 $32.59 17,978,767
(1) Weighted average exercise price of outstanding options; excludes restricted stock units.
(2) Consists solely of the 2005 Incentive Plan (the “2005 Plan”), including options incorporated from predecessor
plans, the 2005 Employee Stock Purchase Plan, the 2005 International Employee Stock Purchase Plan (together
with the 2005 Employee Stock Purchase Plan, the “Purchase Plans”).
(3) Excludes purchase rights accruing under the Company’s Purchase Plans, which have a combined stockholder-
approved reserve of 10,000,000 shares. Under the Purchase Plans, each eligible employee may purchase up to
1,500 shares of Common Stock at the end of each six-month offering period (the last U.S. business day in
January and July each year) at a purchase price per share equal to 85% of the lower of (i) the closing selling
price per share of Common Stock on the employee’s entry date into that six-month offering period or (ii) the
closing selling price per share on the purchase date.
(4) Excludes 135,594 shares subject to outstanding options with a weighted average exercise price of $6.92 and a
weighted average estimated remaining life of 7.30 years and 65,321 shares subject to outstanding restricted
stock units under equity compensation plans or arrangements assumed by the Company in connection with its
acquisition of Matrix Semiconductor, Inc., which had originally granted those options and restricted stock
units.
(5) Includes 7,610,266 shares subject to options and 426,400 shares subject to restricted stock units outstanding
under the 2005 Plan. Also includes 12,820,518 shares subject to outstanding options under predecessor plans.
(6) Excludes 4,706,149 shares subject to outstanding options and Stock Appreciation Rights with a weighted
average exercise price of $33.76 and a weighted average estimated remaining life of 8.26 years under equity
compensation plans or arrangements assumed by the Company in connection with its acquisition of msystems
Ltd., which had originally granted those options and Stock Appreciation Rights.
(7) Weighted average estimated remaining life of the outstanding options is 6.10 years.
(8) Consists of shares available for future issuance under the 2005 Plan and the Purchase Plans. As of March 1,
2007, 13,390,096 shares of Common Stock were available for issuance under the 2005 Plan and
4,588,671 shares of Common Stock were available for issuance under the combined share reserve for the
Purchase Plans.
Proxy Statement
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