SanDisk 2010 Annual Report Download - page 78

(1) Each stock option grant reported in the table above with a grant date before May 27, 2005 was granted
under, and is subject to, the Company’s 1995 Stock Option Plan. Each stock option grant reported in the
table above with a grant date on or after May 27, 2005 was granted under, and is subject to, the 2005 Plan.
The option expiration date shown in column (f) above is the normal expiration date, and the latest date that
the options may be exercised. The options may terminate earlier in certain circumstances described below.
For each Named Executive Officer, the unexercisable options shown in column (d) above are also unvested
and will generally terminate if the Named Executive Officer’s employment terminates.
The exercisable options shown in column (c) above, and any unexercisable options shown in column
(d) above that subsequently become exercisable, will generally expire earlier than the normal expiration date
if the Named Executive Officer’s employment terminates. Unless exercised, exercisable stock options will
generally terminate within three months after the date of termination of employment. However, if a Named
Executive Officer dies or becomes totally disabled while employed with the Company, or if their
employment is terminated by the Company without cause or by the executive for good reason with twelve
(12) months following a change in control, exercisable stock options will generally remain exercisable for
twelve months following the Named Executive Officer’s death, disability or termination. In addition, the
stock options (whether exercisable or not) will immediately terminate if a Named Executive Officer’s
employment is terminated by the Company for “misconduct” (as determined under the plan). The options
may become fully vested and may terminate earlier than the normal expiration date if there is a change in
control of the Company.
(2) The stock awards held by the Named Executive Officers are subject to accelerated vesting in connection
with certain changes in control of the Company and upon certain terminations of employment in connection
with a change in control of the Company, as described in more detail above under “Grants of Plan-Based
Awards in Fiscal 2010” and below under “Potential Payments Upon Termination or Change in Control.”
Except as otherwise indicated in those sections, unvested stock awards will generally be forfeited if a
Named Executive Officer’s employment terminates.
(3) The market or payout value of stock awards reported in columns (i) and (k) are computed by multiplying the
number of shares or units of stock reported in columns (h) and (j), respectively, by $49.86, the closing
market price of the Company’s Common Stock on December 31, 2010, the last trading day of fiscal 2010.
(4) The unvested portions of these options were scheduled to vest on March 20, 2011.
(5) The unvested portions of these options were scheduled to vest in four substantially equal installments on
February 19, 2011 and each successive three month anniversary of February 19, 2011.
(6) Of the unvested portions of these option awards, 25% of the options were scheduled to vest on March 5,
2011. The remaining 50% of the options are scheduled to vest in eight substantially equal installments on
each successive three month anniversary of March 5, 2011.
(7) Of the unvested portions of these option awards, 25% of the options were scheduled to vest on February 24,
2011. The remaining 75% of the options are scheduled to vest in twelve substantially equal installments on
each successive three month anniversary of February 24, 2011.
(8) Of the unvested portions of these option awards, 25% of the options are scheduled to vest on October 7,
2011. The remaining 75% of the options are scheduled to vest in twelve substantially equal installments on
each successive three month anniversary of October 7, 2011.
(9) Of the unvested portions of these option awards, 25% of the options were scheduled to vest on April 9,
2011. The remaining 75% of the options are scheduled to vest in twelve substantially equal installments on
each successive three month anniversary of April 9, 2011.
(10) The unvested portions of these options were scheduled to vest in three substantially equal installments on
February 28, 2011, May 31, 2011 and August 31, 2011.
(11) The unvested portions of these options were scheduled to vest in seven substantially equal installments on
January 23, 2011 and each successive three month anniversary of January 23, 2011.
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