SanDisk 2013 Annual Report Download - page 29

Subject to the Non-Employee Director’s continued service, the units subject to the Initial Unit Grant
vest in four substantially equal annual installments on each of the first through fourth anniversaries of the
grant date. Subject to the Non-Employee Director’s continued service, the units subject to the Revised
Initial Unit Grant and the Annual Unit Grants vest in one installment on the earlier of (i) the first
anniversary of the grant date or (ii) the day immediately preceding the next Annual Meeting of
Stockholders following the grant date. Pursuant to the terms of the Incentive Plans, RSUs granted to the
Company’s Non-Employee Directors will vest on an accelerated basis in connection with a change in
control of the Company. Upon the cessation of the Non-Employee Director’s service, any unvested RSUs
will generally terminate. However, RSUs granted to a Non-Employee Director vest in full if the
Non-Employee Director’s cessation of service is as a result of the Director’s death or permanent disability.
RSUs will generally be paid in an equivalent number of shares of the Common Stock as they vest.
Non-Employee Directors are not entitled to voting or dividend rights with respect to the RSUs, and the
RSUs generally may not be transferred, except to the Company or to a beneficiary of the Non-Employee
Director upon his or her death. However, non-Employee Directors are entitled to the following dividend
equivalent rights with respect to the RSUs. If the Company pays a cash dividend on its Common Stock and
the dividend record date occurs after the grant date and before all of the RSUs have either been paid or
terminated, then the Company will credit the Non-Employee Director’s bookkeeping account with an
amount equal to (i) the per-share cash dividend paid by the Company on its Common Stock with respect to
the dividend record date, multiplied by (ii) the total number of outstanding and unpaid RSUs (including
any unvested RSUs) as of the dividend record date. These dividend equivalents will be subject to the same
vesting, payment and other terms and conditions as the original RSUs to which they relate (except that the
dividend equivalents may be paid in cash or such other form as the plan administrator may deem
appropriate).
The Board administers the Incentive Plans as to Non-Employee Director awards and has the ability to
interpret and make all required determinations under the plan, subject to plan limits. This authority
includes making required proportionate adjustments to outstanding awards to reflect any impact resulting
from various corporate events such as reorganizations, mergers and stock splits.
Required Vote
The required vote for the election of each Director is as described above under ‘‘Voting Rights.’’
Recommendation of the Board of Directors
The Board believes that Proposal No. 1 is in the Company’s best interests and the best interests of its
stockholders’ and unanimously recommends a vote FOR the election of each of the Director nominees.
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Proxy Statement