SanDisk 2012 Annual Report Download - page 77

Proxy Statement
Severance Benefits—Termination of Employment Not in Connection with Change in Control. In connection
with his promotion to Chief Executive Officer in January 2011, Mr. Mehrotra and the Company entered into a
severance agreement pursuant to which Mr. Mehrotra is entitled to severance benefits upon his termination
without cause or voluntary resignation for good reason (as those terms are defined in the severance agreement)
without regard to whether a change of control has occurred. The benefits payable to Mr. Mehrotra under his
severance agreement are generally the same as provided for under his change of control agreement with the
exception that the bonus component of the severance is comprised of Mr. Mehrotra’s pro-rata cash incentive
bonus for the year in which his termination of employment occurs instead of a multiple of his target bonus, and
only those equity awards which would have vested over the twenty-four (24) months following Mr. Mehrotra’s
termination of employment would have accelerated upon his termination of employment, instead of all of
Mr. Mehrotra’s then outstanding equity awards as provided for under the change of control agreement. In the
event that Mr. Mehrotra is eligible to receive severance benefits under both his severance agreement and his
change of control agreement, he will be entitled only to the severance benefits provided under his change of
control agreement. Assuming Mr. Mehrotra’s employment was terminated without “cause” or he resigned for
“good reason” (as such terms are defined in the severance agreement) on the last day of fiscal year 2012, the
estimated total cash values of Mr. Mehrotra’s cash payment, insurance coverage continuation, equity acceleration
and outplacement assistance under his severance agreement would have been the following: $3,150,000,
$53,515, $4,668,650 and $75,000, respectively, for a total amount of $7,947,165.
65