SanDisk 2010 Annual Report Download - page 56

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act, requires the Company’s Directors, executive officers, and persons who
own more than ten percent of a registered class of the Company’s equity securities, to file initial reports of
ownership and reports of changes in ownership of Common Stock and other equity securities of the Company
with the SEC. Officers, Directors and stockholders holding more than ten percent of the outstanding capital stock
of the Company are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file.
The Company reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and written
representations from reporting persons that all reportable transactions were reported. Based solely on that review,
the Company believes that during the fiscal year ended January 2, 2011, all required filings were timely made in
accordance with the Exchange Act’s requirements.
Equity Compensation Information for Plans or Individual Arrangements with Employees and
Non-Employees
The following table provides information as of January 2, 2011 with respect to the shares of Common Stock
that may be issued under the Company’s existing equity compensation plans. Other than as described in footnote
(4) to the following table, there are no assumed plans under which any options to acquire such shares or other
equity-based awards may be granted.
Plan category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average exercise
price of outstanding
options, warrants and
rights (1)
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved
by stockholders (2) .............. 20,488,684(3)(4)(5) $31.62 9,068,436(6)
Equity compensation plans not
approved by stockholders ........ N/A N/A N/A
Total .......................... 20,488,684 $31.62 9,068,436
(1) Weighted average exercise price of outstanding options; excludes restricted stock units.
(2) Consists solely of the 2005 Plan, including options incorporated from the Predecessor Plans and the 2005
Purchase Plans.
(3) Excludes purchase rights accruing under the 2005 Purchase Plans, which have a combined stockholder-
approved reserve of 5,000,000 shares. Under the 2005 Purchase Plans, each eligible employee may purchase
up to 1,500 shares of Common Stock at the end of each six-month offering period (the last U.S. business
day on or preceding February 14th and August 14th each year) at a purchase price per share equal to 85% of
the lower of (i) the closing selling price per share of Common Stock on the employee’s entry date into that
six-month offering period or (ii) the closing selling price per share on the purchase date.
(4) Excludes 1,148,176 shares that are subject to options and other equity compensation awards that were
originally granted by Matrix Semiconductor, Inc., or Matrix, and msystems Ltd., or msystems, prior to their
acquisition by the Company, as set forth in this table:
Acquired
Company
Award
Category
Number of
Securities Subject to
Applicable Plan
Weighted Average
Exercise Price
Weighted Average
Estimated
Remaining Life (yrs)
Matrix Options 29,609 $ 5.51 3.32
msystems Options 819,941 $41.99 5.30
msystems Stock Settled Appreciation Rights 298,626 $43.74 5.33
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