SanDisk 2013 Annual Report Download - page 69

EQUITY COMPENSATION INFORMATION FOR PLANS OR INDIVIDUAL ARRANGEMENTS
WITH EMPLOYEES AND NON-EMPLOYEES
The following table provides information as of December 29, 2013 with respect to the shares of
Common Stock that may be issued under the Company’s existing equity compensation plans. Other than as
described in footnote (4) to the following table, there are no assumed plans under which any options to
acquire shares or other share-based awards may be granted.
Number of securities
remaining available for
Number of securities to be Weighted-average exercise future issuance under
issued upon exercise of price of outstanding equity compensation plans
outstanding options, options, warrants and (excluding securities
warrants and rights rights(1) reflected in column (a))
Plan category (a) (b) (c)
Equity compensation plans
approved by stockholders(2) .... 10,608,522(3)(4)(5) $41.59 23,648,965(6)
Equity compensation plans not
approved by stockholders ...... N/A N/A N/A
Total ..................... 10,608,522 $41.59 23,648,965
(1) Weighted average exercise price of outstanding options; excludes RSUs.
(2) Consists solely of the 2013 Plan, including options and RSUs incorporated from the 2005 Plan and options from
the 1995 Stock Option Plan (together with the 2005 Plan, the ‘‘Predecessor Plans’’), and the 2005 Purchase Plans.
(3) Excludes purchase rights accruing under the 2005 Purchase Plans, which have a combined stockholder-approved
reserve of 10,000,000 shares. Under the 2005 Purchase Plans, each eligible employee may purchase up to 1,500
shares of Common Stock at the end of each six (6) month offering period (the last U.S. business day on or
preceding February 14th and August 14th of each calendar year) at a purchase price per share equal to 85% of
the lower of (i) the closing selling price per share of Common Stock on the employee’s entry date into that six
(6) month offering period or (ii) the closing selling price per share on the purchase date.
(4) Excludes 437,374 shares that are subject to options and other equity compensation awards that were originally
granted by FlashSoft Corporation (‘‘FlashSoft’’), Matrix Semiconductor, Inc. (‘‘Matrix’’), msystems Ltd.
(‘‘msystems’’), Pliant Technology, Inc. (‘‘Pliant’’) and SMART Storage prior to their acquisition by the Company,
as set forth in this table:
Weighted
Number of Weighted Average
Securities Average Estimated
Subject to Exercise Remaining
Acquired Company Award Category Applicable Plan Price Life (yrs)
FlashSoft ............. Awards 37,809 $ — 2.12
Matrix ............... Options 6,037 $ 6.12 1.25
msystems ............. Options 99,861 $45.79 2.65
msystems ............. Stock Settled Appreciation Rights 52,701 $43.74 2.35
Pliant ................ Options 63,247 $ 2.82 5.58
SMART Storage ........ Options 177,719 $19.02 6.13
(5) Includes 155,848 shares subject to options and 593,539 shares subject to RSUs outstanding under the 2013 Plan.
Also includes 6,037,299 shares subject to outstanding options and 3,821,836 RSUs outstanding under the
Company’s Predecessor Plans. The weighted average estimated remaining life of the outstanding options is
4.2 years.
(6) Consists of shares available for future issuance under the 2013 Plan and the 2005 Purchase Plans. As of
December 29, 2013, 19,303,299 shares of Common Stock were available for issuance under the 2013 Plan and
4,345,666 shares of Common Stock were available for issuance under the combined share reserve for the 2005
Purchase Plans.
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Proxy Statement