SanDisk 2013 Annual Report Download - page 27

Annual Retainers
The Company policy regarding Non-Employee Director compensation in place during fiscal year 2013
was as follows, except as footnoted below:
Type of Fee Fiscal Year 2013
Annual Board Retainer ................................................... $60,000
Additional Annual Retainer to Chairman of the Board .............................. $75,000(1)
Additional Annual Retainer to Chair of Audit Committee ........................... $30,000
Additional Annual Retainer to Chairs of Compensation Committee and Nominating and
Governance Committee ................................................. $15,000
Additional Annual Retainer to non-Chair Members of Audit Committee ................. $20,000
Additional Annual Retainer to non-Chair Members of Compensation Committee and Nominating
and Governance Committee .............................................. $ 7,500
(1) The Additional Annual Retainer payments made to Mr. Marks for his service as Chairman of the Board in the
first and second quarter of fiscal year 2013 were based on an Annual Retainer of $50,000 while the Additional
Annual Retainer payments made to Mr. Marks for his service as Chairman of the Board in the third and fourth
quarter of fiscal year 2013 were based on an Annual Retainer of $75,000.
All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur serving as
Directors and as committee members.
Share-Based Awards
Under the Company’s Non-Employee Director compensation policy, as in effect through June 12,
2013, a Non-Employee Director who first takes office and who has not been employed by the Company in
the preceding twelve (12) months received, at the time of his or her election or appointment to the Board,
(i) an initial option grant to purchase 25,000 shares of Common Stock (the ‘‘Original Initial Option
Grant’’), and (ii) an initial RSU grant for a number of units determined by dividing $320,000 by the
average closing price per share of Common Stock on NASDAQ for the five (5) trading days ended on, and
including, the grant date (the ‘‘Initial Unit Grant’’). Each Non-Employee Director who has served in that
capacity for at least six (6) months at the time of each Annual Meeting of Stockholders received an annual
award consisting of (i) an option grant to purchase 6,250 shares of Common Stock (the ‘‘Annual Option
Grant’’), and (ii) an RSU grant for a number of units determined by dividing $80,000 by the average
closing price per share of Common Stock on NASDAQ for the five (5) trading days ended on, and
including, the grant date (the ‘‘Original Annual Unit Grant’’). The initial and annual awards described
above are granted under, and are subject to, the Company’s Amended and Restated 2005 Incentive Plan,
as amended (the ‘‘2005 Plan’’).
The Company revised its policy regarding Non-Employee Director compensation, effective June 13,
2013, to provide that a Non-Employee Director who first takes office and who has not been employed by
the Company in the preceding twelve (12) months receives (i) an initial option grant (the ‘‘Revised Initial
Option Grant’’ and, together with the Original Initial Option Grant, the ‘‘Initial Option Grants’’) to
purchase that number of shares of Common Stock that results from multiplying the shares subject to the
Annual Option (as defined below) by the Initial Service Term (as defined below) and (ii) an initial RSU
grant for a number of units determined by multiplying the shares subject to the Annual RSU (as defined
below) by the Initial Service Term (the ‘‘Revised Initial Unit Grant’’). The ‘‘Initial Service Term’’ means a
fraction with the numerator being the number of days from the date of appointment to the Board until the
next scheduled Annual Meeting of Stockholders or, if no Annual Meeting of Stockholders has been
scheduled, the one-year anniversary of the previous Annual Meeting of Stockholders, and the denominator
being 365. In addition, on the date of each Annual Meeting of Stockholders, each Non-Employee Director
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Proxy Statement