SanDisk 2006 Annual Report Download - page 44

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OPTION EXERCISES AND STOCK VESTED IN FISCAL 2006
The following table presents information regarding the exercise of stock options by Named Executive Officers
during fiscal 2006, and on the vesting during fiscal 2006 of stock awards previously granted to the Named Executive
Officers.
Name
(a)
Number of Shares
Acquired on
Exercise
(#)
(b)
Value Realized on
Exercise
($)(1)
(c)
Number of Shares
Acquired on
Vesting
(#)
(d)
Value Realized on
Vesting
($)(1)
(e)
Option Awards Stock Awards
Dr.EliHarari................. 990,612 36,968,935 — —
Judy Bruner .................. 57,000 2,663,895 — —
Sanjay Mehrotra ............... 375,000 18,767,478 — —
Yoram Cedar.................. 24,999 662,349 — —
Dr. Randhir Thakur ............. — — 37,500 2,076,750
Nelson Chan .................. 255,000 12,609,136 12,500 551,125
(1) The dollar amounts shown in column (c) above for option awards are determined by multiplying (i) the number
of shares of the Company’s Common Stock to which the exercise of the option related, by (ii) the difference
between the per-share closing price of our Common Stock on the date of exercise and the exercise price of the
options. The dollar amounts shown in column (e) above for stock awards are determined by multiplying the
number of shares or units, as applicable, that vested by the per-share closing price of the Company’s Common
Stock on the vesting date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following section describes the benefits that may become payable to Named Executive Officers (other
than Mr. Chan) in connection with certain terminations of their employment with the Company and/or a change in
control of the Company. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential
payments to these Named Executive Officers, we have assumed that the applicable triggering event (i.e.,
termination of employment or change in control) occurred on December 31, 2006 and that the price per share
of the Company’s Common Stock is equal to the closing price per share on December 29, 2006, the last trading day
in 2006. For Mr. Chan, the following section describes the benefits that have become payable to him under a
separation agreement entered into with the Company in connection with the termination of his employment on
December 8, 2006.
In addition to the change in control and termination benefits described below, outstanding share-based awards
held by our Named Executive Officers may also be subject to accelerated vesting in connection with certain changes
in control of the Company under the terms of our equity incentive plans as noted under “Grants of Plan-Based
Awards” and “Outstanding Equity Awards at Fiscal 2006 Year-End” above. For Named Executive Officers other
than Dr. Thakur, the estimated value of accelerated vesting under the Company’s equity incentive plans is covered
below under the description of these Named Executive Officers’ severance arrangements. Dr. Thakur is not covered
under any severance arrangement with the Company. Had a change in control of the Company occurred on
December 31, 2006 under circumstances in which the Company’s equity incentive plans provide for accelerated
vesting, the Company estimates that the value of accelerating the vesting of Dr. Thakur’s share-based awards would
have been approximately $1,613,625.
As described below, if the benefits payable to a Named Executive Officer (other than Mr. Chan and Dr. Thakur)
in connection with a change in control of the Company would be subject to the excise tax imposed under
Section 280G of the Internal Revenue Code of 1986 (“Section 280G”), the Company will make an additional
payment (a “gross-up payment”) to the executive so that the net amount of such payment (after taxes) he or she
receives is sufficient to pay the excise tax due. For purposes of calculating the Section 280G excise tax, we have
assumed that the Named Executive Officer’s outstanding equity awards would be accelerated and terminated in
exchange for a cash payment upon the change in control. Based on this assumption, and as indicated in the chart
Proxy Statement
37