SanDisk 2012 Annual Report Download - page 73

Proxy Statement
Option Awards (1) Stock Awards (2)
Name
(a)
Option
Grant Date
(b)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(c)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(d)
Option
Exercise
Price ($)
(e)
Option
Expiration
Date
(f)
Stock Award
Grant Date
(g)
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(h)
Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($) (3)
(i)
Sumit Sadana ........... 4/9/2010 7,500 15,000(10) 36.03 4/8/2017
2/22/2011 8,662 11,138(7) 48.85 2/21/2018
2/17/2012 — 37,500(8) 47.79 2/16/2019
4/30/2010 6,667(16) 284,548
2/22/2011 3,300(14) 140,844
2/17/2012 12,500(15) 533,500
9/13/2012 25,000(17) 1,067,000
Totals 16,162 63,638 47,467 2,025,892
Dr. Khandker Quader ..... 1/3/2005 34,350 — 24.18 1/2/2015
2/16/2006 16,667 — 59.04 2/15/2013
8/3/2007 25,000 — 53.43 8/2/2014
2/19/2008 7,575 — 25.18 2/18/2015
7/23/2008 15,000 — 14.57 7/22/2015
3/5/2009 37,500 2,500(4) 8.16 3/4/2016
2/24/2010 5,625 9,375(5) 28.23 2/23/2017
2/22/2011 11,025 14,175(7) 48.85 2/21/2018
2/17/2012 — 15,000(8) 47.79 2/16/2019
3/23/2012 — 15,000(11) 49.40 3/22/2019
2/24/2010 3,334(12) 142,295
10/29/2010 3,000(18) 128,040
2/22/2011 4,200(14) 179,256
2/17/2012 5,000(15) 213,400
3/30/2012 5,000(19) 213,400
Totals 152,742 26,050 20,534 876,391
(1) Each stock option reported in the table above with a grant date before May 27, 2005 was granted under, and
is subject to, the Company’s 1995 Stock Option Plan. Each stock option reported in the table above with a
grant date on or after May 27, 2005 was granted under, and is subject to, the 2005 Plan. The stock option
expiration date shown in column (f) above is the latest date that the stock options may be exercised;
however, the stock options may terminate earlier in certain circumstances described below. For each Named
Executive Officer, the unexercisable stock options shown in column (d) above are unvested and will
generally terminate if the Named Executive Officer’s employment terminates.
The exercisable stock options shown in column (c) above, and any unexercisable stock options shown in
column (d) above that subsequently become exercisable, will generally expire earlier than the normal
expiration date upon the termination of the Named Executive Officer’s employment. Unless exercised,
exercisable stock options will generally terminate within three (3) months after the date of termination of
employment. However, if a Named Executive Officer dies or becomes totally disabled while employed with
the Company, or if their employment is terminated by the Company without cause or by the executive for
good reason within three (3) months prior to or eighteen (18) months following a change in control,
exercisable stock options will generally remain exercisable for twelve (12) months following the Named
Executive Officer’s death, disability or termination of employment. In addition, the stock options (whether
exercisable or not) will immediately terminate if a Named Executive Officer’s employment is terminated by
the Company for “misconduct” (as determined under the plan). The stock options may become fully vested
and may terminate earlier than the normal expiration date if there is a change in control of the Company and
the stock options are not assumed or replaced by an acquirer.
(2) The shares underlying the RSUs held by our Named Executive Officers are subject to accelerated vesting in
connection with certain changes in control of the Company if not assumed or replaced by an acquirer and upon
certain terminations of employment in connection with a change in control of the Company, as described in more
detail above under “Grants of Plan-Based Awards” and below under “Potential Payments Upon Termination or
Change in Control.” Except as otherwise indicated in those sections, unvested shares underlying the RSUs will
generally be forfeited upon the termination of the Named Executive Officer’s employment.
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