SanDisk 2012 Annual Report Download - page 76

objectives as of the end of the specified performance measuring period if the Named Executive Officer remains
an employee as of the end of such period. Any performance-based awards that do not vest solely by meeting the
performance objectives shall continue to vest in accordance with the terms of the applicable award agreement by
assuming the performance objective is met.
Severance Benefits—Termination of Employment in Connection with Change in Control. In the event a
Named Executive Officer’s employment is terminated by the Company (or a successor) without “Cause” (and not
on account of the Named Executive Officer’s death or disability) or by the Named Executive Officer for “Good
Reason” (as those terms are defined in the change of control agreement) within three (3) months before or
eighteen (18) months following a Change of Control of the Company, the Named Executive Officer will be
entitled to severance pay that includes: (i) a lump sum cash payment equal to one and one-half times (two times
for Mr. Mehrotra) the sum of (A) the Named Executive Officer’s annual base salary as of the Change of Control
or termination of employment, whichever is greater, plus (B) the Named Executive Officer’s annual target bonus
for the calendar year of termination; (ii) for a period of eighteen (18) months (plus six (6) additional months for
Mr. Mehrotra) following the termination date (or, if earlier, until the date the Named Executive Officer becomes
eligible for coverage under the health plan of a future employer), premiums for 18 months’ (24 months’ in the
case of Mr. Mehrotra) continuation of the same or equivalent health insurance coverage for the Named Executive
Officer and his or her eligible dependents (if applicable) as the Named Executive Officer was receiving
immediately prior to the termination; (iii) accelerated vesting of the Named Executive Officer’s equity awards to
the extent outstanding on the termination date and not otherwise vested, with accelerated options to remain
exercisable for one (1) year following the termination (subject to the maximum term of the option and to any
right that the Company may have to terminate options in connection with the Change of Control); and (iv) if
requested, for a period of twelve (12) months following the termination, executive-level outplacement benefits
(which shall include at least resume assistance, career evaluation and assessment, individual career counseling,
access to one or more on-line employment databases (with research assistance provided), and administrative
support). If following a Change of Control, an excise tax imposed by Section 4999 of the Code would apply to
any payments or benefits received by a Named Executive Officer, then his or her benefits shall be either (a) paid
in full or (b) delivered to a lesser extent such that no portion would be subject to the excise tax, whichever results
in the greatest after-tax benefit to the Named Executive Officer.
The following table lists the Named Executive Officers and the estimated amounts they would have become
entitled to under their change of control agreement had their employment with the Company terminated on
December 30, 2012 under the circumstances described above.
Name
Estimated Total
Value of Cash
Payment
($)
Estimated Total
Value of Insurance
Coverage
Continuation
($) (1)
Estimated Total
Value of Equity
Acceleration
($) (2)
Estimated Value of
Outplacement
Benefits
($)
Total
($)
Sanjay Mehrotra ......... 4,500,000 53,515 5,851,270 75,000 10,479,785
Judy Bruner ............. 1,701,000 38,166 1,865,685 75,000 3,679,851
Sumit Sadana ............ 1,353,750 38,166 2,125,642 75,000 3,592,558
Dr. Khandker Quader (3) . . . 918,000 23,180 1,098,160 75,000 2,114,340
(1) This amount includes estimated health insurance premiums.
(2) This amount includes option awards and stock awards. The amount for option awards is calculated based on
the number of shares of Common Stock that would have been subject to acceleration multiplied by the
difference between the closing price of the Common Stock on December 28, 2012 (the last trading day in
fiscal year 2012) of $42.68 per share and the exercise price of the stock option. The amount for stock awards
is calculated based on the number of shares of Common Stock that would have been subject to acceleration
multiplied by the closing price of the Common Stock on December 28, 2012 of $42.68 per share.
(3) Dr. Quader resigned as Senior Vice President, Memory Technology, Design and Product Development,
effective as of April 12, 2013.
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