SanDisk 2014 Annual Report Download - page 57

Options Exercises and Stock Vested in Fiscal Year 2014
The following table presents information regarding the exercise of stock options by the Named
Executive Officers during fiscal year 2014 and the vesting during fiscal year 2014 of stock awards previously
granted to the Named Executive Officers.
Option Awards Stock Awards
Number of Shares Number of Shares
Acquired on Value Realized on Acquired on Value Realized on
Exercise Exercise Vesting Vesting
Name (#) ($)(1) (#) ($)(2)
Sanjay Mehrotra ............... 470,531 20,157,426 53,125 3,885,477
Judy Bruner .................. 142,912 6,631,351 15,134 1,133,606
Sumit Sadana ................. 44,157 1,807,894 16,934 1,450,320
Mark Brazeal ................. — — — —
Shuki Nir .................... 28,705 1,143,758 6,559 491,094
(1) The dollar amounts shown for option awards are determined by multiplying (i) the number of shares of Common
Stock to which the exercise of the option related, by (ii) the difference between the per-share sales price of
Common Stock at exercise and the exercise price of the options.
(2) The dollar amounts shown for stock awards are determined by multiplying the number of shares or units, as
applicable, that vested by the per-share closing price of Common Stock on the vesting date.
Potential Payments Upon Termination or Change in Control
The following section describes the benefits that may become payable to Named Executive Officers in
connection with certain terminations of their employment with the Company and/or a change in control of
the Company. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential
payments to these Named Executive Officers, the Company has assumed that the applicable triggering
event (i.e., termination of employment or change in control) occurred on December 28, 2014 and that the
price per share of Common Stock is equal to $101.31, the closing price per share on December 26, 2014
(the last trading day in fiscal year 2014).
In addition to the change in control and termination benefits described below, outstanding share-
based awards held by the Company’s Named Executive Officers may also be subject to accelerated vesting
in connection with certain changes in control of the Company under the terms of the Company’s equity
incentive plans as noted under ‘‘Grants of Plan-Based Awards in Fiscal Year 2014’’ and ‘‘Outstanding
Equity Awards at Fiscal 2014 Year-End’’ above. The estimated value of accelerated vesting under the
Company’s equity incentive plans is covered below under the description of these Named Executive
Officers’ severance arrangements.
The Company has calculated the value of any option award or stock award that may be accelerated in
connection with a change in control of the Company to be the full value of such award (i.e., the full
‘‘spread’’ value for option awards and the full price per share of Common Stock for stock awards).
Change of Control Benefits Agreements with Named Executive Officers
The Company has entered into a change of control agreement with each Named Executive Officer.
The agreements are substantially identical (except as noted below with respect to Mr. Mehrotra) and
provide for certain benefits to be paid to the Named Executive Officer in connection with a change of
control and/or termination of employment with the Company under the circumstances described below.
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Proxy Statement