SanDisk 2007 Annual Report Download - page 24

(12) Comprised of 47,927 shares held as community property in the name of Dr. Meindl and his spouse and
82,750 shares subject to immediately exercisable options granted to Dr. Meindl, but some of the shares subject
to those options are currently unvested and would, if purchased, be subject to a repurchase right of the
Company that lapses over time. Excludes 1,842 restricted stock units that will not vest on February 15, 2008 or
within 60 days after that date.
(13) Includes 156,250 shares subject to outstanding options granted to Mr. Thakur, which were exercisable on
February 15, 2008 or within 60 days after that date.
(14) Includes shares subject to options exercisable as of February 15, 2008, or within 60 days after that date, and
restricted stock units that will be vested as of February 15, 2008 or within 60 days after that date, including
those identified in notes (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) and (13).
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors,
executive officers, and persons who own more than ten percent (10%) of a registered class of the Company’s equity
securities, to file initial reports of ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company with the SEC. Officers, 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
2007 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 2007 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 a late Form 4 report was filed for each of the independent Board
members on June 11, 2007, reporting their annual automatic grants that occurred on May 24, 2007 and a late Form 4
report for each of Judy Bruner, Yoram Cedar, Eli Harari and Sanjay Mehrotra was filed on February 22, 2007 for the
withholding shares issued for taxes in connection with the vesting of restricted stock units that occurred on
February 16, 2007.
Equity Compensation Information for Plans or Individual Arrangements with Employees and Non-
Employees
The following table provides information as of February 15, 2008 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.
Plan Category
Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options and
Rights
Weighted Average
Exercise Price
of Outstanding
Options(1)
Number of
Securities Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column A)
(A)
(B)
(C)
Equity Compensation Plans Approved
by Stockholders(2) . . . . . . . . . . . . . . . 22,878,512(3)(4)(5) $35.49 13,204,190(6)
Equity Compensation Plans Not
Approved by Stockholders ......... N/A N/A N/A
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,878,512 $35.49 13,204,190
(1) Weighted average exercise price of outstanding options; excludes restricted stock units.
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