SanDisk 2005 Annual Report Download - page 38

Proxy Statement
Directors and stockholders holding more than ten percent (10%) of the outstanding capital stock of the
Company are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file.
Based upon (i) the copies of Section 16(a) reports which the Company received from such persons for
their 2005 fiscal year transactions in the Common Stock and their Common Stock holdings, and (ii) the
written representations received from one or more of such persons that no annual Form 5 reports were required
to be filed by them for the 2005 fiscal year, the Company believes that all executive officers, stockholders
holding more than 10% of the outstanding capital stock of the Company and Board members complied with all
their reporting requirements under Section 16(a) for such fiscal year, except that one late Form 4 report was
filed for each of the following executive officers: Dr. James D. Meindl on August 9, 2005 and Yoram Cedar on
September 23, 2005.
Equity Compensation Information for Plans or Individual Arrangements with Employees and
Non-Employees
The following table provides information as of March 10, 2006 with respect to the shares of the
Company's 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 such shares or other equity-based awards may be granted.
(A) (B) (C)
Number of Securities
Number of Securities Remaining Available
to be Issued Weighted Average for Future Issuance
Upon Exercise of Exercise Price of Under Equity Compensation
Outstanding Options Outstanding Plans (Excluding Securities
Plan Category and Rights Options(1) Reflected in Column A)
Equity Compensation
Plans Approved by
Stockholders(2) ÏÏÏÏÏÏÏ 21,925,083(3)(4)(5) $29.15 5,452,691(7)
Equity Compensation
Plans Not Approved by
Stockholders ÏÏÏÏÏÏÏÏÏÏ N/A N/A N/A
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 21,925,083(4)(6) $29.15 5,452,691
(1) Weighted average exercise price of outstanding options; excludes restricted stock units.
(2) Consists solely of the 2005 Plan, including options incorporated from predecessor plans, the 2005
Employee Stock Purchase Plan, the 2005 International Employee Stock Purchase Plan (together with
the 2005 Employee Stock Purchase Plan, the ""Purchase Plans'').
(3) Excludes purchase rights accruing under the Company's Purchase Plans, which have a combined
stockholder-approved reserve of 5,000,000 shares. Under the Purchase Plans, each eligible employee may
purchase up to 1,500 shares of Common Stock at the end of each six-month offering period (the last
U.S. business day in January and July each 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-month offering period or (ii) the closing selling price per share on the purchase date.
(4) Excludes 253,164 shares subject to outstanding options with a weighted average exercise price of $6.62
and a weighted average estimated remaining life of 8.46 years and 139,338 shares subject to outstanding
restricted stock units under equity compensation plans or arrangements assumed by the Company in
connection with its acquisition of Matrix Technologies, Inc., which had originally granted those options
and restricted stock units.
(5) Includes 5,386,297 shares subject to options and 254,334 shares subject to restricted stock units
outstanding under the 2005 Plan. Also includes 16,284,452 shares subject to outstanding options under
predecessor plans.
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