SanDisk 2010 Annual Report Download - page 70

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed”
with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any
future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it
by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended.
The Compensation Committee has certain duties and powers as described in its Charter. The Compensation
Committee is currently composed of the four Non-Employee Directors named at the end of this report each of
whom is independent as defined by the NASDAQ Global Select Market listing standards.
The Compensation Committee has reviewed and discussed with management the disclosures contained in
the Compensation Discussion and Analysis section of this proxy statement. Based upon this review and the
Company’s discussions, the Compensation Committee has recommended to the Company’s Board of Directors
that this Compensation Discussion and Analysis section be included in this proxy statement.
Compensation Committee of the Board of Directors
Irwin Federman (Chair)
Dr. Chenming Hu
Michael E. Marks
Dr. James D. Meindl
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