SanDisk 2013 Annual Report Download - page 65

Change of Control Benefits. Upon a ‘‘Change of Control’’ (as defined in the change of control
agreement) of the Company, for purposes of the Named Executive Officer’s vesting in then outstanding
and unvested performance-based equity awards, the Named Executive Officer will be deemed to have met
the performance 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 29, 2013 under the circumstances described above.
Estimated Total
Estimated Total Value of Insurance Estimated Total Estimated Value
Value of Cash Coverage Value of Equity of Outplacement
Payment Continuation Acceleration Benefits Total
Name ($) ($)(1) ($)(2) ($) ($)
Sanjay Mehrotra ......... 4,750,000 48,683 17,755,636 75,000 22,629,319
Judy Bruner ............ 1,786,500 36,512 4,948,707 75,000 6,846,719
Sumit Sadana ........... 1,413,600 36,512 4,714,055 75,000 6,239,167
Dr. Siva Sivaram ......... 1,181,250 36,512 2,335,700 75,000 3,628,462
Eric S. Whitaker ......... 1,115,625 36,512 2,699,950 75,000 3,927,087
(1) This amount includes estimated health insurance premiums.
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Proxy Statement