SanDisk 2013 Annual Report Download - page 50

Committee considered the following in connection with its approval of grants of RSUs and stock options to
each Named Executive Officer:
• Mr. Mehrotra—In February 2013, the Compensation Committee granted Mr. Mehrotra RSUs and
stock options. In connection with its approval of such grants, the Compensation Committee
considered the economic value of the share-based awards granted to chief executive officers at the
Company’s peer companies, Mr. Mehrotra’s individual performance in the recent period related to
the Company’s financial, operational and strategic performance, his continued leadership of the
Company, the Company’s financial performance in fiscal year 2012, his expected future
contributions to the Company, and the proportional amount and value of Mr. Mehrotra’s unvested
share-based incentive awards in comparison to the other Named Executive Officers.
• Ms. Bruner—In February 2013, the Compensation Committee granted Ms. Bruner RSUs and stock
options, and in connection with its approval of such grants, the Compensation Committee
considered the economic value of the share-based awards granted to comparable executive officers
at the Company’s peer companies, Ms. Bruner’s position and responsibilities as Executive Vice
President, Administration and Chief Financial Officer and individual performance in the recent
period related to the Company’s financial matters, investor relations and other administrative and
infrastructure functions, as well as corporate management of the Company, the Company’s financial
performance in fiscal year 2012, her expected future contributions to the Company, and the
proportional amount and value of Ms. Bruner’s unvested share-based incentive awards in
comparison to the other Named Executive Officers.
• Mr. Sadana—In February 2013, the Compensation Committee granted Mr. Sadana RSUs and stock
options, and in connection with its approval of such grants, the Compensation Committee
considered the economic value of the share-based awards granted to comparable executive officers
at the Company’s peer companies, Mr. Sadana’s position and responsibilities as Executive Vice
President and Chief Strategy Officer and individual performance related to the Company’s overall
strategy and mergers and acquisitions, as well as corporate management of the Company, the
Company’s financial performance in fiscal year 2012, his expected future contributions to the
Company, and the proportional amount and value of Mr. Sadana’s unvested share-based incentive
awards in comparison to the other Named Executive Officers.
• Dr. Sivaram—In June 2013, in connection with the hiring of Dr. Sivaram, the Compensation
Committee granted Dr. Sivaram RSUs and stock options, and in connection with its approval of
such grants, the Compensation Committee considered the economic value of the share-based
awards granted to comparable senior management at the Company’s peer companies and
Dr. Sivaram’s position and responsibilities as Senior Vice President, Memory Technology.
• Mr. Whitaker—In January 2013, in connection with the hiring of Mr. Whitaker, the Compensation
Committee granted Mr. Whitaker RSUs and stock options, and in connection with its approval of
such grants, the Compensation Committee considered the economic value of the share-based
awards granted to comparable senior management at the Company’s peer companies and
Mr. Whitaker’s position and responsibilities as Senior Vice President and Chief Legal Officer.
Severance and Other Benefits Upon Termination of Employment or Change in Control
In order to achieve the Company’s compensation objective of attracting, retaining and motivating
qualified executive officers, the Company believes that it needs to provide the executive officers with
severance protections that are consistent with the severance protections offered by its peer companies. The
Company’s philosophy is that a contractual right to severance pay should exist for certain executive
officers, including the Named Executive Officers, only upon certain terminations of employment in
connection with a change in control of the Company, and for the Company’s Chief Executive Officer, upon
certain other terminations of employment.
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