SanDisk 2010 Annual Report Download - page 27

Proxy Statement
Accounting Standards Board Accounting (“FASB”) Standards Codification (“ASC”) Topic 718. For a
discussion of the assumptions and methodologies used to calculate the amounts reported in columns (c) and
(d) above, please see the discussion of stock and option awards contained in Note 8 “Compensation and
Benefits,” of the Notes to Consolidated Financial Statements, in Part II, Item 8 “Financial Statements and
Supplementary Data,” of the Company’s 2010 Form 10-K filed with the SEC on February 23, 2011, which
note is incorporated herein by reference.
(2) In fiscal 2010, the Company granted each of the Non-Employee Directors an annual stock option award in
the amount of 6,250 shares, with an exercise price of $46.43, and an annual restricted stock unit grant in the
amount of 1,750 shares. Subject to the Non-Employee Director’s continued service, the shares subject to
each such award vest in one installment on the earlier of (i) the first anniversary of the grant date or (ii) the
day immediately preceding the next annual meeting of the Company’s stockholders following the grant date.
(3) The following table presents the number of outstanding and unexercised option awards and the number of
unvested stock awards (which term includes restricted stock units for purposes of this Proxy Statement) held
by each of the Company’s Non-Employee Directors as of January 2, 2011.
Director
Number of Shares Subject to
Outstanding Option Awards
as of 1/2/11
Number of Unvested
Shares or
Units as of 1/2/11
Kevin DeNuccio ............................. 25,000 15,109
Irwin Federman .............................. 37,500 1,750
Steven J. Gomo .............................. 50,000 1,750
Eddy W. Hartenstein .......................... 56,250 1,750
Dr. Chenming Hu ............................ 31,250 15,109
Catherine P. Lego ............................ 135,500 1,750
Michael E. Marks ............................ 133,500 1,750
Dr. James D. Meindl .......................... 18,750 1,750
Director Compensation
Compensation for Non-Employee Directors during fiscal 2010 generally consisted of an annual retainer,
committee membership fees and annual share-based awards.
Annual Retainer and Committee Membership Fees
The following table sets forth the schedule of the annual retainer and committee membership fees for each
Non-Employee Director in effect during fiscal 2010 and the amount that will be in effect during fiscal 2011:
Type of Fee 2010 2011
Annual Board Retainer ....................................................... $40,000 $50,000
Additional Annual Fee to Chairman of the Board .................................. — $50,000
Additional Annual Fee to Chair of Audit Committee ................................ $30,000 $30,000
Additional Annual Fee to Chairs of Compensation Committee and Nominating and
Governance Committee ..................................................... $12,000 $15,000
Additional Annual Fee to non-Chair Members of Audit Committee .................... $20,000 $20,000
Additional Annual Fee to non-Chair Members of Compensation Committee and
Nominating and Governance Committee ....................................... $ 7,500 $ 7,500
All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur serving as Directors.
15