SanDisk 2013 Annual Report Download - page 71
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Agreement. The 2013 Consulting Agreement is filed as Exhibit 10.50 to the Company’s Form 10-K for the
fiscal year ended December 29, 2013, filed with the SEC on February 21, 2014. Dr. Hu entered into a
subsequent Consulting Services Agreement with the Company, dated January 13, 2014 (the ‘‘2014
Consulting Agreement,’’ and together with the 2013 Consulting Agreement, the ‘‘Consulting
Agreements’’), which contains substantially the same terms as the 2013 Consulting Agreement. Pursuant to
the 2014 Consulting Agreement, Dr. Hu provided the Company with advanced memory technology
consulting services through April 13, 2014 and earned $114,000 in consulting fees in 2014. The 2014
Consulting Agreement will be filed as an exhibit to the Company’s Form 10-Q for the fiscal quarter ended
March 30, 2014. In accordance with the related-person transaction approval policy described above, the
Consulting Agreements were reviewed by the legal department of the Company and submitted for review
to the Audit Committee, which ratified the transactions. In connection with entry into the 2013 Consulting
Agreement, Dr. Hu resigned from the Compensation Committee, effective October 4, 2013.
The Company’s Amended and Restated Certificate of Incorporation, as amended (the ‘‘Certificate of
Incorporation’’), authorizes the Company to provide indemnification of the Company’s Directors and
officers, and the Company’s Bylaws require the Company to indemnify its Directors and officers, to the
fullest extent permitted by the Delaware General Corporation Law (the ‘‘DGCL’’). In addition, each of the
Company’s current Directors and executive officers has entered into a separate indemnification agreement
with the Company. Finally, the Company’s Certificate of Incorporation and Bylaws limit the liability of
Directors to the Company or its stockholders to the fullest extent permitted by the DGCL.
The Company intends that all future transactions between the Company and its officers, Directors,
principal stockholders and their affiliates be approved by the Audit Committee, and be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.
63
Proxy Statement