SanDisk 2012 Annual Report Download - page 62

economic value of the share-based awards granted to comparable executive officers at the Company’s peer
companies, Mr. Sadana’s position and responsibilities as Senior Vice President and Chief Strategy Officer and
individual performance related to the Company’s overall strategy and mergers and acquisitions, as well as
corporate management of the Company, the Company’s financial performance in fiscal year 2011 and the
proportional amount and value of Mr. Sadana’s unvested share-based incentive awards in comparison to the other
Named Executive Officers.
In addition, in September 2012, the Compensation Committee granted RSUs in connection with
Mr. Sadana’s promotion to Executive Vice President and Chief Strategy Officer, effective as of September 13,
2012. In connection with its approval of such grant, the Compensation Committee considered Mr. Sadana’s
promotion, his increased responsibilities in light of such promotion, and the economic value of the share-based
awards granted to comparable executive officers at the Company’s peer companies.
• Dr. Quader—In February 2012, the Compensation Committee granted Dr. Quader RSUs and stock
options, and in connection with its approval of such grants, the Compensation Committee considered the
economic value of the share-based awards granted to comparable senior management at the Company’s peer
companies, Dr. Quader’s position and responsibilities as Senior Vice President, Memory Technology, Design and
Product Development and individual performance related to the Company’s overall memory technology
development and product development and the Company’s financial performance in fiscal year 2011.
In addition, in March 2012, based on a further evaluation of the economic value of the share-based
awards granted to Dr. Quader compared with those granted to the Company’s other senior management, the
Special Option Committee and the Secondary Executive Committee approved an additional grant of RSUs and
stock options to Dr. Quader pursuant to the authority delegated by the Board to the Special Option Committee
and Secondary Executive Committee, within the guidelines established by the Board for grants that may be
approved by the such committees. Dr. Quader was not an executive officer of the Company at the time of such
grant.
• Mr. Brelsford—In February 2012, the Compensation Committee granted Mr. Brelsford RSUs and stock
options, and in connection with its approval of such grants, the Compensation Committee considered the
economic value of the share-based awards granted to comparable executive officers at the Company’s peer
companies, Mr. Brelsford’s position and responsibilities as Chief Legal Officer and Senior Vice President of IP
Licensing and individual performance in the recent period related to the Company’s legal matters and intellectual
property licensing, the Company’s financial performance in fiscal year 2011 and the proportional amount and
value of Mr. Brelsford’s unvested share-based incentive awards in comparison to the other Named Executive
Officers.
401(k) Retirement Benefits
The Company provides a retirement benefit opportunity to its executive officers, including the Named
Executive Officers, under the terms of its tax-qualified 401(k) plan. In fiscal year 2012, the Company made a
discretionary matching contribution on behalf of each participant equal to one-half of the first 6% of
compensation contributed to the plan by the participant. The Named Executive Officers participate in the plan on
the same terms as the Company’s other participating employees. The Company does not maintain any other
deferred compensation (including nonqualified deferred compensation), defined benefit or supplemental
retirement plans for its Named Executive Officers.
Severance and Other Benefits Upon Termination of Employment or Change in Control
In order to achieve the Company’s compensation objective of attracting, retaining and motivating qualified
executive officers, the Company believes that it needs to provide the executive officers with severance
protections that are consistent with the severance protections offered by its peer companies. The Company’s
philosophy is that a contractual right to severance pay should exist for certain executive officers, including the
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