SanDisk 2006 Annual Report Download - page 39

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2006
The following table presents information regarding the equity and non-equity incentive awards granted to the
Named Executive Officers during fiscal 2006 under the Company’s 2005 Plan. The material terms of each grant are
described below under “Description of Plan-Based Awards.”
Name(a)
Grant
Date
(b)
Threshold
($)(3)
(c)
Target
($)
(d)
Maximum
($)
(e)
All Stock
Awards:
Number of
Shares of Stock
or Units
(#)
(f)
All Option
Awards:
Number of
Securities
Underlying
Options
(#)
(g)
Exercise
or Base
Price of
Option
Awards
($/Sh)
(h)
Grant Date
Fair Value of
Stock and
Option
Awards
($)
(i)
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
Dr. Eli Harari . . . . . . . . . . . . 3/30/06 336,000 800,000 3,000,000 — — — —
5/25/06 — — — — 150,000 58.84 5,239,740
5/25/06 — — — 100,000 — — 5,884,000
Judy Bruner . . . . . . . . . . . . . 2/16/06 — — — — 80,000 59.04 2,111,944
3/30/06 126,428 301,019 1,128,822 — — — —
5/25/06 — — — 50,000 — — 2,942,000
Sanjay Mehrotra . . . . . . . . . . 2/16/06 — — — — 100,000 59.04 2,639,930
3/30/06 169,585 403,773 1,514,149 — — — —
5/25/06 — — — 75,000 — — 4,413,000
Yoram Cedar. . . . . . . . . . . . . 2/16/06 — — — — 20,000 59.04 527,986
3/30/06 114,534 272,700 1,022,625 — — — —
5/25/06 — — — 25,000 — — 1,471,000
Dr. Randhir Thakur(1) . . . . . . 3/30/06 114,536 272,705 1,022,642 — — — —
Nelson Chan(2) . . . . . . . . . . . 2/16/06 — — — — 80,000 59.04 2,111,944
3/30/06 126,430 301,023 1,128,836 — — — —
5/25/06 — — — 50,000 — — 2,942,000
(1) Dr. Thakur did not receive any equity awards under the 2005 Plan during fiscal 2006 because he was not eligible
at the time grants were made.
(2) The non-equity incentive plan award, and a portion of the other stock and option awards, granted to Mr. Chan
during fiscal 2006 were forfeited in connection with the termination of his employment with the Company
effective December 8, 2006. The amounts and benefits payable to Mr. Chan in connection with his termination
of employment are described in more detail below under “Potential Payments Upon Termination or Change in
Control.”
(3) The amount set forth in column (c) represents the minimum amount payable under the Named Executive
Officer’s non-equity incentive plan award for a minimum level of performance with respect to the two
performance measures subject to the award. If this minimum level of performance with respect to the
performance measures had not been achieved, no amount would have been payable under the award.
Description of Plan-Based Awards
During fiscal 2006, each Named Executive Officer (other than Dr. Thakur) was awarded a time-based stock
option award and a time-based restricted stock unit award. In addition, each Named Executive Officer was granted a
cash incentive award. Each of these awards was granted under, and is subject to the terms of, the 2005 Plan. The plan
is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan
provisions and make all required determinations under the plan. This authority includes making required propor-
tionate 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 plan are generally only transferable 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.
Under the terms of the 2005 Plan, if there is a change in control of the Company, each Named Executive
Officer’s outstanding share-based awards granted under the plan will generally become fully vested and, in the case
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