SanDisk 2013 Annual Report Download - page 59

accordingly, which, for each executive officer, would have been 100% of his or her target bonus. Actual bonuses
paid under the 2013 bonus program are reflected in the ‘‘Non-Equity Incentive Plan Compensation’’ column of
the table labeled ‘‘Summary Compensation Table’’ above.
(2) The amounts represent the full grant date fair value of the stock awards and option awards granted in fiscal year
2013 as computed in accordance with ASC 718. For a discussion of the assumptions and methodologies used to
calculate the valuations of the stock awards and option awards, please see the discussion of stock awards and
option awards contained in Note 9—’’Stockholders’ Equity and Share-Based Compensation,’’ of the Notes to
Consolidated Financial Statements in Item 8 ‘‘Financial Statements and Supplementary Data,’’ of the Company’s
Form 10-K for the fiscal year ended December 29, 2013 filed with the SEC on February 21, 2014. Under GAAP,
compensation expense with respect to stock awards and option awards granted to the Company’s employees is
generally recognized over the vesting periods applicable to the awards.
(3) Dr. Sivaram was not an executive officer at the time the Compensation Committee established the 2013 bonus
program in February 2013 and therefore was not subject to the same terms as the other Named Executive
Officers under the 2013 bonus program. Amounts under ‘‘Threshold’’ reflect the minimum amounts payable if
the Company had achieved the minimum level, compared against the established business objectives under the
2013 bonus program, under which any bonus amount would have been payable. Amounts under ‘‘Target’’ reflect
the target bonus amount, which would have been paid to Dr. Sivaram if each of the business objectives had been
achieved at 100 percent. Amounts under ‘‘Maximum’’ reflect the maximum amounts payable if the Company had
overachieved each of the business objectives at the maximum levels contemplated under the 2013 bonus program.
Actual bonuses paid under the 2013 bonus program are reflected in the ‘‘Non-Equity Incentive Plan
Compensation’’ column of the table labeled ‘‘Summary Compensation Table’’ above.
(4) Mr. Whitaker was not an executive officer at the time the Compensation Committee established the 2013 bonus
program in February 2013 and therefore was not subject to the same terms as the other Named Executive
Officers under the 2013 bonus program. Amounts under ‘‘Threshold’’ reflect the minimum amounts payable if
the Company had achieved the minimum level, compared against the established business objectives under the
2013 bonus program, under which any bonus amount would have been payable. Amounts under ‘‘Target’’ reflect
the target bonus amount, which would have been paid to Mr. Sivaram if each of the business objectives had been
achieved at 100 percent. Amounts under ‘‘Maximum’’ reflect the maximum amounts payable if the Company had
overachieved each of the business objectives at the maximum levels contemplated under the 2013 bonus program.
Actual bonuses paid under the 2013 bonus program are reflected in the ‘‘Non-Equity Incentive Plan
Compensation’’ column of the table labeled ‘‘Summary Compensation Table’’ above.
Description of Plan-Based Awards
All actual non-equity incentive plan payouts were made under the fiscal year 2013 annual cash
incentive plan and are disclosed in the Summary Compensation Table in the column entitled ‘‘Non-Equity
Incentive Plan Compensation.’’
During fiscal year 2013, each Named Executive Officer was awarded time-based RSU and stock
option awards. Each of these awards was granted under, and is subject to the terms of, the 2005 Plan with
the exception of the awards granted to Dr. Sivaram, which were granted under, and are subject to the
terms of, the 2013 Plan. The Incentive Plans are administered by the Compensation Committee. The
Compensation Committee has authority to interpret the provisions and make all required determinations
under the Incentive Plans. This authority includes making required proportionate adjustments to
outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and
stock splits and making provision to ensure that any tax withholding obligations incurred in respect of
awards are satisfied. Awards granted under the Incentive Plans are generally transferable only to a
beneficiary of a Named Executive Officer upon his or her death. However, the Compensation Committee
may establish procedures for the transfer of awards to other persons or entities, provided that such
transfers comply with applicable securities laws and, with limited exceptions set forth in the plan
document, are not made for value.
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Proxy Statement