SanDisk 2010 Annual Report Download - page 81

Proxy Statement
executive-level outplacement benefits (which shall include at least resume assistance, career evaluation and
assessment, individual career counseling, access to one or more on-line employment databases (with research
assistance provided), and administrative support). If following a Change of Control, an excise tax imposed by
Section 4999 of the Code would apply to any payments or benefits received by a Named Executive Officer, then his
or her benefits shall be either (a) paid in full or (b) delivered to a lesser extent such that no portion would be subject
to the excise tax, whichever results in the greatest after-tax benefit to the Named Executive Officer.
The following table lists the Named Executive Officers and the estimated amounts they would have become
entitled to under their change of control agreement had their employment with the Company terminated on
January 2, 2011 under the circumstances described above.
Name
(a)
Estimated Total
Value of Cash
Payment
($)
(b)
Estimated Total
Value of Insurance
Coverage
Continuation
($) (1)
(c)
Estimated Total
Value of Equity
Acceleration ($)
(d)
Estimated Value of
Outplacement
Benefits
($)
(e)
Sanjay Mehrotra ..................... 3,600,000 44,335 11,342,430 75,000
Judy Bruner ......................... 1,453,500 32,171 4,674,124 75,000
Yoram Cedar ........................ 1,353,750 22,318 5,655,694 75,000
James F. Brelsford .................... 956,250 22,318 2,044,830 75,000
Sumit Sadana ........................ 892,500 32,171 1,217,983 75,000
(1) This cost includes estimated health insurance premiums
Severance Benefits—Termination of Employment Not in Connection with Change in Control. In connection
with his appointment as President and Chief Executive Officer, Mr. Mehrotra and the Company entered into a
severance agreement pursuant to which Mr. Mehrotra is entitled to severance benefits upon his termination
without cause or voluntary resignation for good reason (as those terms are defined in the severance agreement)
without regard to whether a change of control has occurred. The benefits payable to Mr. Mehrotra under his
severance agreement are generally the same as provided for under his change of control agreement with the
exception that the bonus component of the severance is comprised of Mr. Mehrotra’s pro-rata cash incentive
bonus for the year in which his termination of employment occurs instead of a multiple of his target bonus, and
only those equity awards which would have become vested over the twenty-four months following
Mr. Mehrotra’s termination of employment become accelerated upon his termination of employment, instead of
all of Mr. Mehrotra’s then outstanding equity awards as provided for under the change of control agreement. In
the event that Mr. Mehrotra is eligible to receive severance benefits under both his severance agreement and his
change of control agreement, he will be entitled only to the severance benefits provided under his change of
control agreement. The estimate total cash values of Mr. Mehrotra’s cash payment, insurance coverage
continuation, equity acceleration and outplacement assistance under his severance agreement assuming
Mr. Mehrotra was terminated without cause or resigned for good reason (as defined in the severance agreement)
on the last day of fiscal 2010 are $3,100,000, $44,335, $6,977,655 and $75,000, respectively.
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