SanDisk 2013 Annual Report Download - page 66

(2) This amount includes option awards and stock awards. The amount for option awards is calculated based on the
number of shares of Common Stock that would have been subject to acceleration multiplied by the difference
between the closing price of the Common Stock on December 27, 2013 (the last trading day in fiscal year 2013) of
$70.24 per share and the exercise price of the stock option. The amount for stock awards is calculated based on
the number of shares of Common Stock that would have been subject to acceleration multiplied by the closing
price of the Common Stock on December 27, 2013 of $70.24 per share.
Severance Benefits—Termination of Employment Not in Connection with Change in Control. In
connection with his promotion to Chief Executive Officer in January 2011, 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 vested over the twenty-four (24) months following Mr. Mehrotra’s termination of employment would
have 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. Assuming Mr. Mehrotra’s employment was terminated without ‘‘cause’’ or he resigned for
‘‘good reason’’ (as such terms are defined in the severance agreement) on the last day of fiscal year 2013,
the estimated total cash values of Mr. Mehrotra’s cash payment, insurance coverage continuation, equity
acceleration and outplacement assistance under his severance agreement would have been the following:
$3,325,000, $48,683, $13,386,421 and $75,000, respectively, for a total amount of $16,835,104.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company regarding the ownership of
Common Stock as of March 3, 2014 by each Director and Named Executive Officer and all current
Directors and executive officers of the Company as a group.
The beneficial ownership reported in the tables below is based upon 226,409,059 shares of Common
Stock outstanding on March 3, 2014. For each individual, the total number of shares of Common Stock
beneficially owned represents shares held outright plus shares which such individual has the right to
acquire either on or within 60 days after March 3, 2014, including upon the exercise of a stock option or
the vesting of RSUs. Such potential acquisitions of Common Stock within 60 days of March 3, 2014 are not
deemed outstanding for the purpose of computing the percentage owned by any other individual. Unless
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