SanDisk 2012 Annual Report Download - page 68

(6) Dr. Quader resigned as Senior Vice President, Memory Technology, Design and Product Development,
effective as of April 12, 2013.
(7) Mr. Brelsford resigned as Chief Legal Officer and Senior Vice President of IP Licensing, effective as of
December 14, 2012.
(8) Salary earned in fiscal year 2012 reflects an increased annual base salary of $475,000 per year, effective as
of September 13, 2012, in connection with Mr. Sadana’s promotion to Executive Vice President and Chief
Strategy Officer.
(9) For fiscal year 2011, includes $50,000 payment of expenses incurred in connection with the sale of
Mr. Sadana’s home.
(10) For fiscal year 2010, reflects housing allowance in the amount of $64,974 and sign-on bonus of $75,000.
(11) Reflects a one-time discretionary bonus upon completion of a strategic project.
Compensation of Named Executive Officers
The Summary Compensation Table above quantifies the value of the different forms of compensation
earned by or awarded to the Named Executive Officers in fiscal years 2012, 2011 and 2010. The primary
elements of each Named Executive Officer’s total compensation reported in the table are base salary, an annual
cash incentive award in the form of either a bonus or a non-equity incentive plan compensation award and
long-term equity incentives consisting of stock options and RSUs. The Named Executive Officers also earned or
were paid the other benefits listed in the “All Other Compensation” column of the Summary Compensation
Table, as further described in footnotes to the table.
The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions
that follow. A description of the material terms of each Named Executive Officer’s base salary and annual bonus
is provided immediately following this paragraph. The Grants of Plan-Based Awards in Fiscal 2012 table, and
the description of the material terms of the RSUs and stock options granted in fiscal year 2012 that follows the
table, provides information regarding the long-term equity incentives awarded to the Named Executive Officers
in fiscal year 2012. The Outstanding Equity Awards at Fiscal 2012 Year-End table and the Option Exercises and
Stock Vested in Fiscal Year 2012 table provide further information on the Named Executive Officers’ potential
realizable value and actual value realized with respect to their equity awards. The discussion of the potential
payments due upon a termination of employment or change in control that follows in “Change of Control
Benefits Agreements with Named Executive Officers” is intended to further explain the potential future
payments that are, or may become, payable to the Named Executive Officers under certain circumstances.
Description of Employment Agreements, Salary and Bonus Amounts
As indicated above, none of the Named Executive Officers is employed pursuant to an employment
agreement. As a result, their base salary and bonus opportunities are not fixed by contract. Instead, generally in
the first quarter of each fiscal year, the Compensation Committee establishes the base salary level for each of the
Named Executive Officers. In making its determination, the Compensation Committee considers the factors
discussed above under “Elements of the Current Executive Compensation Program—Base Salaries.” After the
completion of fiscal year 2012, the Compensation Committee evaluated the performance of the Company and the
individual performance of each Named Executive Officer during the year, and made bonus payments in March
2013 to each of the Named Executive Officers with respect to fiscal year 2012. The material terms of the bonuses
paid with respect to fiscal year 2012 are described above under “Elements of the Current Executive
Compensation Program—Annual Cash Incentive Awards.”
Consistent with the Company’s philosophy that a substantial portion of compensation should be contingent
on the Company’s performance, equity and non-equity incentive compensation, including bonus amounts, for
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