SanDisk 2006 Annual Report Download - page 46
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The following table lists the Named Executive Officers (other than Mr. Chan and Dr. Thakur) and the estimated
amounts they would have become entitled to under their change of control agreement had their employment with
the Company terminated on December 31, 2006 under circumstances described above.
Name
(a)
Estimated Total
Value of Cash
Payment
($)
(b)
Estimated Total
Value of Health
Coverage
Continuation
($)
(c)
Estimated Total
Value of Equity
Acceleration
($)
(d)
Estimated Value of
Outplacement
Benefits
($)
(e)
Estimated Total
Value of Excise Tax
‘‘Gross-Up”
($)
(f)
Dr.EliHarari...... 3,200,000 25,000 11,405,750 50,000 —
Judy Bruner . . . . . . . 702,378 37,500 7,342,963 50,000 —
Sanjay Mehrotra.... 878,800 37,500 8,450,404 50,000 —
Yoram Cedar . . . . . . 636,300 37,500 3,753,368 50,000 —
Separation Agreement with Nelson Chan
The Company and Mr. Chan entered into a separation agreement in connection with the termination of
Mr. Chan’s employment with the Company effective December 8, 2006. The separation agreement, which contains
a general release of claims in favor of the Company, provides that in connection with his termination of
employment, Mr. Chan is entitled to severance pay that includes: (i) a lump sum payment equal to $700,000
(which represents one (1) year of Mr. Chan’s base salary as of the separation date plus his target bonus for 2006);
(ii) accelerated vesting of then-unvested stock options that were scheduled to vest on or before December 8, 2007
(with the remaining unvested stock options to be terminated, and such vested stock options to remain exercisable
following the separation in accordance with the terms of the applicable equity incentive plan), the value of which the
Company estimates at approximately $1,433,957; and (iii) accelerated vesting of then-unvested restricted stock
units that were scheduled to vest on or before February 16, 2007 (with the remaining unvested units to be forfeited),
the value of which the Company estimates at approximately $551,125.
The separation agreement contains a general release of claims by Mr. Chan and a covenant not to sue and
provides that, as a condition to the severance benefits described above, Mr. Chan must comply with the terms of the
Proprietary Information and Inventions Agreement he previously entered into with the Company, which contains an
assignment of inventions and developments provision and restrictions relating to the use of the Company’s
proprietary information. The separation agreement also contains perpetual confidentiality and non-disparagement
provisions and a twelve (12) month non-solicitation of employees provision.
Proxy Statement
39