SanDisk 2010 Annual Report Download - page 43

Proxy Statement
their direct issuance, then the fair market value of those shares at that time will be charged to the Company’s
reported earnings ratably over the vesting period. Such accounting treatment for restricted stock units and direct
stock issuances will be applicable whether vesting is tied to service periods or performance goals. The issuance
of a fully-vested stock bonus will result in an immediate charge to the Company’s earnings equal to the fair
market value of the bonus shares on the issuance date.
Option grants and other awards made under the 2005 Plan to non-employee consultants will result in a direct
charge to the Company’s reported earnings based on the fair value of each such award as measured on the later of
the Company’s reporting date or award exercise date for that award. Accordingly, such charge will include the
change in the fair value of the award over the period between the grant date and each financial reporting date
until such awards are exercised or forfeited.
New Plan Benefits
The Company has not approved any awards that are conditioned upon stockholder approval of the proposed
amendment. The Company is not currently considering any other specific award grants under the 2005 Plan. If
the additional shares that will be available under the 2005 Plan, if stockholders approve the proposed
amendment, had been available for award purposes in fiscal 2010, the Company expects that its award grants
made in fiscal 2010 would not have been substantially different from those actually made in that year under the
2005 Plan. For information regarding share-based awards granted to the Company’s Named Executive Officers
during fiscal 2010, see the material under the heading “Grants of Plan-Based Awards in Fiscal 2010” below.
Aggregate Past Grants Under the 2005 Plan
As of February 25, 2011, awards covering 18,211,944 shares of Common Stock had been granted and are
outstanding under the 2005 Plan. The following table shows information regarding the distribution of those
awards among the persons and groups identified below, option exercises and restricted stock units vesting prior
to and option and unvested restricted stock unit holdings as of that date.
Name and Position
Number of
Shares
Subject to
Past
Option
Grants
Number
of Shares
Acquired
On
Exercise
Number of Shares
Underlying Options as of
February 25, 2011
Number
of Shares
Subject to
Past
Restricted
Stock
Unit
Grants
Number
of Shares
Vested as
of 2/25/11
Number of
Shares
Cancelled
Due to Non-
Performance
Number of
Shares
Outstanding
and
Unvested as
of 2/25/11Exercisable Unexercisable
Executive Group ....... 2,105,640 60,527 1,006,876 1,038,237 472,456 259,492 24,166 188,798
Non-Executive Director
Group .............. 318,750 25,000 293,750 — 141,448 100,730 — 40,718
Each other person who
has received 5% or
more of the options,
warrants or rights
under the 2005 Plan . . . — — — — — — — —
All employees, including
all current officers who
are not executive
officers or Directors, as
a group .............24,123,503 3,124,843 7,303,827 6,655,434 3,658,405 1,507,410 — 1,684,304
Total ................26,547,893(1) 3,210,370 8,604,453 7,693,671 4,272,309(2) 1,867,632 24,166 1,913,820
(1) 19,508,494 shares subject to past option grants net of cancellations
(2) 3,781,452 shares subject to past restricted stock unit grants net of cancellations
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