SanDisk 2007 Annual Report Download - page 38

Download and view the complete annual report

Please find page 38 of the 2007 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 157

  • 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

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2007
The following table presents information regarding the equity and non-equity incentive awards granted to the
Named Executive Officers during fiscal 2007 under the 2005 Plan. The material terms of each grant are described
below under “Description of Plan-Based Awards.”
Name(a)
Grant
Date
(b)
Threshold
($)(1)(2)
(c)
Target
($)(2)
(d)
Maximum
($)(2)
(e)
All Stock
Awards:
Number of
Shares of Stock
or Units
(#)
(f)
All Option
Awards:
Number of
Securities
Underlying
Options
(#)
(g)
Exercise
or Base
Price of
Option
Awards
($/Sh)
(h)
Grant Date
Fair Value of
Stock and
Option
Awards
($)
(i)
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
Dr. Eli Harari . . . . . . . . . . . 2/15/07 397,500 1,590,000 2,385,000 — — — —
3/20/07 — — — 220,000 41.91 4,538,116
Judy Bruner . . . . . . . . . . . . 2/15/07 143,438 573,750 860,625 — — — —
3/20/07 — — — 125,000 41.91 1,899,788
Sanjay Mehrotra . . . . . . . . . 2/15/07 181,688 726,750 1,090,125 — — — —
3/20/07 — — — 15,000 — — 628,650
3/20/07 — — — 50,000 — — 2,095,500
3/20/07 — — — — 125,000 41.91 1,899,788
Yoram Cedar . . . . . . . . . . . 2/15/07 108,400 433,600 650,400 — — — —
3/20/07 — — — — 100,000 41.91 1,519,830
Dr. Randhir Thakur . . . . . . . 2/15/07 108,400 433,600 650,400 — — — —
3/20/07 — — — — 125,000 41.91 1,899,788
(1) The amount set forth in column (c) represents the minimum amount payable under the Named Executive
Officer’s non-equity incentive plan award for a minimum level of performance with respect to the performance
measure subject to the award. If this minimum level of performance with respect to the performance measures
had not been achieved, no amount would have been payable under the award.
(2) The amounts set forth in column (c), (d) and (e) were calculated by multiplying the annual salary of each Named
Executive Officer as of December 31, 2007 by (i) each Named Executive Officer’s target bonus rate as a
percentage of his or her salary (125% for Dr. Harari, 95% for Mr. Mehrotra, 85% for Ms. Bruner and 75% for
Dr. Thakur and Mr. Cedar) and (ii) a maximum multiplier at each of the threshold, target and maximum levels of
37.5%, 150% and 225%, respectively. The target bonus rates and multiplier percentages for certain levels of
performance were determined by the Compensation Committee at its meeting on February 15, 2007.
Description of Plan-Based Awards
During fiscal 2007, each Named Executive Officer was awarded a time-based stock option award and
Mr. Mehrotra was awarded time-based restricted stock unit awards. In addition, each Named Executive Officer was
granted a cash incentive award. Each of these awards was granted under, and is subject to the terms of, the 2005
Plan. The plan is administered by the Compensation Committee. The Compensation Committee has authority to
interpret the plan provisions and make all required determinations under the plan. This authority includes making
required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as
reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations
incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a
beneficiary of a Named Executive Officer upon his or her death. However, the Compensation Committee may
establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with
applicable securities laws and, with limited exceptions set forth in the plan document, are not made for value.
Under the terms of the 2005 Plan, if there is a change in control of the Company, each Named Executive
Officer’s outstanding share-based awards granted under the plan will generally become fully vested and, in the case
of options, exercisable to the extent such outstanding awards are not substituted or assumed in connection with the
transaction. Any options that become vested in connection with a change in control generally must be exercised
prior to the change in control, or they will be canceled in exchange for the right to receive a cash payment in
connection with the change in control transaction. In addition, if there is a change in control of the Company, the
Compensation Committee may terminate the performance period applicable to the cash incentive award and pro-
35