SanDisk 2006 Annual Report Download - page 43

(1) Each stock option grant reported in the table above with a grant date before May 27, 2005 was granted under,
and is subject to, the Company’s 1995 Stock Option Plan. Each stock option grant reported in the table above
with a grant date on or after May 27, 2005 was granted under, and is subject to, the 2005 Plan. The option
expiration date shown in column (f) above is the normal expiration date, and the latest date that the options
may be exercised. The options may terminate earlier in certain circumstances described below. For each
Named Executive Officer, the unexercisable options shown in column (c) above are also unvested and will
generally terminate if the Named Executive Officer’s employment terminates.
The exercisable options shown in column (b) above, and any unexercisable options shown in column (c) above
that subsequently become exercisable, will generally expire earlier than the normal expiration date if the
Named Executive Officer’s employment terminates. Unless exercised, exercisable stock options will gen-
erally terminate within three months after the date of termination of employment. However, if a Named
Executive Officer dies or becomes totally disabled while employed with the Company, or if their employment
is terminated by us without cause or by the executive for good reason with twelve (12) months following a
change in control, exercisable stock options will generally remain exercisable for 12 months following the
Named Executive Officer’s death, disability or termination. In addition, the stock options (whether exercisable
or not) will immediately terminate if a Named Executive Officer’s employment is terminated by the Company
for “misconduct” (as determined under the plan). The options may become fully vested and may terminate
earlier than the normal expiration date if there is a change in control of the Company.
(2) The stock awards held by our Named Executive Officers are subject to accelerated vesting in connection with
certain changes in control of the Company and upon certain terminations of employment in connection with a
change in control of the Company, as described in more detail above under “Grants of Plan-Based Awards”
and below under “Potential Payments Upon Termination or Change in Control.” Except as otherwise indicated
in those sections, unvested stock awards will generally be forfeited if a Named Executive Officer’s
employment terminates.
(3) The market or payout value of stock awards reported in column (j) is computed by multiplying the number of
shares or units of stock reported in column (h) by $43.03, the closing market price of our common stock on
December 29, 2006, the last trading day of 2006.
(4) The unvested portions of these option awards were scheduled to vest in full on January 21, 2007.
(5) The unvested portions of these option awards were scheduled to vest in five (5) substantially equal installments
on January 16, 2007 and each successive three (3) month anniversary of January 16, 2007.
(6) The unvested portions of these option awards were scheduled to vest in nine (9) substantially equal
installments on January 3, 2007 and each successive three (3) month anniversary of January 3, 2007.
(7) The unvested portion of this option award was scheduled to vest in ten (10) substantially equal installments on
February 16, 2007 and each successive three (3) month anniversary of February 16, 2007.
(8) Of the unvested portions of these option awards, 25% of the options were scheduled to vest on February 16,
2007. The remaining 75% of the options are scheduled to vest in twelve (12) substantially equal installments
on each successive three (3) month anniversary of February 16, 2007.
(9) The unvested portion of this option award was scheduled to vest in six (6) substantially equal installments on
March 21, 2007 and each successive three (3) month anniversary of March 21, 2007.
(10) The unvested portions of these option awards were scheduled to vest in seven (7) substantially equal
installments on February 12, 2007 and each successive three (3) month anniversary of February 12, 2007.
(11) The unvested portions of these option awards were scheduled to vest in eleven (11) substantially equal
installments on March 23, 2007 and each successive three (3) month anniversary of March 23, 2007.
(12) The unvested portions of these stock awards were scheduled to vest in four substantially equal installments on
February 16, 2007, February 16, 2008, February 16, 2009 and February 16, 2010.
(13) The unvested portion of this stock award was scheduled to vest in full on September 23, 2007.
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