SanDisk 2012 Annual Report Download - page 70

the 2012 bonus program and exercised its discretion to eliminate the bonus payout entirely. Amounts under
“Target” reflect the target bonus amount, which would have been paid to the executive officer if each of the
objectives had been achieved at 100% and the individual performance of each executive officer met his or
her specified target levels, and the Compensation Committee had exercised its discretion accordingly,
which, for each executive officer, would have been 116% of his or her target bonus. Actual bonuses paid
under the 2012 bonus program are reflected in the “Non-Equity Incentive Plan Compensation” column of
the table labeled “Summary Compensation Table” above.
(2) The amounts represent the full grant date fair value of the stock awards and option awards granted in fiscal
year 2012 as computed in accordance with FASB 718. For a discussion of the assumptions and
methodologies used to calculate the valuations of the stock awards and option awards, please see the
discussion of stock awards and option awards contained in in Note 10—“Share-Based Compensation,” of
the Notes to Consolidated Financial Statements in Item 8 “Financial Statements and Supplementary Data,”
of the Company’s Form 10-K for the fiscal year ended December 30, 2012 filed with the SEC on
February 19, 2013. Under GAAP, compensation expense with respect to stock awards and option awards
granted to the Company’s employees is generally recognized over the vesting periods applicable to the
awards.
(3) Dr. Quader was not an executive officer at the time the Compensation Committee established the 2012
bonus program in February 2012 and therefore was not subject to the same terms as the other Named
Executive Officers under the 2012 bonus program. Amounts under “Threshold” reflect the minimum
amounts payable if the Company had achieved the minimum level, compared against the established
business objectives under the 2012 bonus program, under which any bonus amount would have been
payable. Amounts under “Target” reflect the target bonus amount, which would have been paid to
Dr. Quader if each of the business objectives had been achieved at 100 percent. Amounts under “Maximum”
reflect the maximum amounts payable if the Company had overachieved each of the business objectives at
the maximum levels contemplated under the 2012 bonus program. Actual bonuses paid under the 2012
bonus program are reflected in the “Non-Equity Incentive Plan Compensation” column of the table labeled
“Summary Compensation Table” above.
(4) Mr. Brelsford resigned from his position with the Company, effective as of December 14, 2012, and was
therefore not eligible for a cash incentive award for fiscal year 2012.
Description of Plan-Based Awards
All actual non-equity incentive plan payouts were made under the fiscal year 2012 annual cash incentive
plan and are disclosed in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan
Compensation.”
During fiscal year 2012, each Named Executive Officer was awarded time-based RSU and stock option
awards. Each of these awards was granted under, and is subject to the terms of, the 2005 Plan. The 2005 Plan is
administered by the Compensation Committee. The Compensation Committee has authority to interpret the
provisions and make all required determinations under the 2005 Plan. This authority includes making required
proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as
reorganizations, mergers and stock splits and making provision to ensure that any tax withholding obligations
incurred in respect of awards are satisfied. Awards granted under the 2005 Plan are generally transferable only to a
beneficiary of a Named Executive Officer upon his or her death. However, the Compensation Committee may
establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply
with applicable securities laws and, with limited exceptions set forth in the plan document, are not made for value.
Under the terms of the 2005 Plan, if there is a change in control of the Company, each Named Executive
Officer’s outstanding share-based awards granted under the plan will generally become fully vested and, in the
case of options, exercisable, to the extent such outstanding awards are not substituted or assumed in connection
with the transaction. Any options that would vest in connection with a change in control generally must be
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