SanDisk 2007 Annual Report Download - page 43

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OPTION EXERCISES AND STOCK VESTED IN FISCAL 2007
The following table presents information regarding the exercise of stock options by Named Executive Officers
during fiscal 2007, and on the vesting during fiscal 2007 of stock awards previously granted to the Named Executive
Officers.
Name
(a)
Number of Shares
Acquired on
Exercise
(#)
(b)
Value Realized on
Exercise
($)(1)
(c)
Number of Shares
Acquired on
Vesting
(#)
(d)
Value Realized on
Vesting
($)(1)
(e)
Option Awards Stock Awards
Dr. Eli Harari ................. 225,000 10,677,125 25,000 1,003,250
Judy Bruner .................. 30,000 1,207,338 12,500 501,625
Sanjay Mehrotra ............... 95,000 3,968,800 18,750 752,438
Yoram Cedar.................. 20,000 763,074 6,250 250,813
Dr. Randhir Thakur ............. — — 37,500 2,008,500
(1) The dollar amounts shown in column (c) above for option awards are determined by multiplying (i) the number
of shares of the Company’s Common Stock to which the exercise of the option related, by (ii) the difference
between the per-share closing price of our Common Stock on the date of exercise and the exercise price of the
options. The dollar amounts shown in column (e) above for stock awards are determined by multiplying the
number of shares or units, as applicable, that vested by the per-share closing price of the Company’s 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, we have assumed that the applicable triggering event (i.e., termination of employment
or change in control) occurred on December 31, 2007 and that the price per share of the Company’s Common Stock
is equal to the closing price per share on December 31, 2007, the last trading day in 2007.
In addition to the change in control and termination benefits described below, outstanding share-based awards
held by our Named Executive Officers may also be subject to accelerated vesting in connection with certain changes
in control of the Company under the terms of our equity incentive plans as noted under “Grants of Plan-Based
Awards” and “Outstanding Equity Awards at Fiscal 2007 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.
As described below, if the benefits payable to a Named Executive Officer in connection with a change in
control of the Company would be subject to the excise tax imposed under Section 280G of the Internal Revenue
Code of 1986 (“Section 280G”), the Company will make an additional payment (a “gross-up payment”) to the
executive so that the net amount of such payment (after taxes) he or she receives is sufficient to pay the excise tax
due. For purposes of calculating the Section 280G excise tax, we have assumed that the Named Executive Officer’s
outstanding equity awards would be accelerated and terminated in exchange for a cash payment upon the change in
control. Based on this assumption, and as indicated in the chart below, had the Named Executive Officers terminated
employment under their respective change in control agreements on December 31, 2007, the Company estimates
that no gross-up payment would have been payable to the Named Executive Officers. The value of this acceleration
of vesting would be higher if the accelerated awards were assumed by the acquiring company rather than terminated
upon the transaction; however, the Company estimates that this increase in value would not have been significant
enough to trigger a gross-up payment. For purposes other than calculating the Section 280G excise tax, we have
calculated the value of any option 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).
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