SanDisk 2011 Annual Report Download - page 59

Proxy Statement
(12) The unvested portion of these stock options will vest in three (3) substantially equal amounts, beginning on
January 23, 2012 and on each three (3) month period thereafter.
(13) The unvested portion of these stock awards vested on February 19, 2012.
(14) The unvested portion of these stock options will vest in nine (9) substantially equal amounts, beginning on
January 9, 2012 and on each three (3) month period thereafter.
(15) The unvested portion of these stock awards will vest in three (3) substantially equal amounts, beginning on
April 30, 2012 and on each anniversary thereafter.
(16) Pursuant to the resignation of Mr. Cedar as Executive Vice President and Chief Technology Officer, each of
his vested stock options, including those that vested pursuant to the terms of his separation agreement, will
terminate on April 30, 2012 to the extent not exercised prior to such date.
Options Exercises and Stock Vested in Fiscal 2011
The following table presents information regarding the exercise of stock options by the Named Executive
Officers during fiscal 2011 and the vesting during fiscal 2011 of stock awards previously granted to the Named
Executive Officers.
Option Awards Stock Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized on
Exercise
($) (1)
Number of Shares
Acquired on
Vesting
(#)
Value Realized on
Vesting
($) (2)
Sanjay Mehrotra ....................... 200,000 6,508,617 19,166 868,142
Judy Bruner ........................... 180,000 4,948,372 3,333 163,384
James F. Brelsford ...................... 22,008 695,374 5,496 218,659
Sumit Sadana .......................... 15,000 165,774 3,333 164,417
Yoram Cedar .......................... 151,250 2,771,378 20,066 966,583
(1) The dollar amounts shown for option awards are determined by multiplying (i) the number of shares of
Common Stock to which the exercise of the option related, by (ii) the difference between the per-share sales
price of Common Stock at exercise and the exercise price of the options.
(2) The dollar amounts shown for stock awards are determined by multiplying the number of shares or units, as
applicable, that vested by the per-share closing price of 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, the Company has assumed that the applicable triggering event (i.e., termination
of employment or change in control) occurred on January 1, 2012 and that the price per share of Common Stock
is equal to $49.21, the closing price per share on December 30, 2011 (the last trading day in fiscal 2011).
In addition to the change in control and termination benefits described below, outstanding share-based
awards held by the Company’s Named Executive Officers may also be subject to accelerated vesting in
connection with certain changes in control of the Company under the terms of the Company’s equity incentive
plans as noted under “Grants of Plan-Based Awards in Fiscal 2011” and “Outstanding Equity Awards at Fiscal
2011 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.
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