SanDisk 2014 Annual Report Download - page 52

Grants of Plan-Based Awards in Fiscal Year 2014
The following table presents information regarding the equity incentive awards granted to the Named
Executive Officers during fiscal year 2014 under the 2013 Plan. The material terms of each grant are
described below under ‘‘Description of Plan-Based Awards.’’
All Stock All Option
Awards: Awards: Grant Date
Estimated Possible Payouts under Number of Number of Exercise or Fair Value of
Non-Equity Incentive Plan Shares of Securities Base Price of Stock and
Awards Stock or Underlying Option Option
Grant Threshold Target Maximum Units Options Awards Awards
Name Date ($)(1) ($)(1) ($)(1) (#) (#) ($/Sh) ($)(2)
Sanjay Mehrotra .... 2/18/2014 187,500 74.59 3,748,988
2/18/2014 62,500 4,661,875
2/18/2014 — 1,500,000 4,500,000
Judy Bruner ....... 2/18/2014 52,500 74.59 954,634
2/18/2014 17,500 1,305,325
2/18/2014 620,000 1,860,000
Sumit Sadana ...... 2/18/2014 37,500 74.59 681,881
2/18/2014 12,500 932,375
2/18/2014 — 464,400 1,393,200
Mark Brazeal ...... 12/5/2014 25,000 104.47 605,223
12/12/2014 15,000 1,481,850
Shuki Nir ......... 2/18/2014 31,500 74.59 572,780
2/18/2014 10,500 783,195
2/18/2014 — 251,550 754,650
(1) Under the 2014 bonus program, each Named Executive Officer is eligible for a maximum bonus amount equal to
300% of his or her target bonus upon the achievement of any one of the objectives established under the 2014
bonus program. However, the Compensation Committee has the ability to exercise its discretion to adjust the
actual payout to a lesser amount or to eliminate the bonus payout entirely. As a matter of practice, the
Compensation Committee generally exercises discretion to pay each executive officer a lesser amount upon
consideration of the actual achievement of the financial and strategic objectives in the fiscal year, the relative
weightings assigned to the financial and strategic objectives by the Compensation Committee, the individual
performance of the executive officer, and other factors as described under ‘‘Compensation Discussion and
Analysis—Elements of the Current Executive Compensation Program—Annual Bonus Awards.’’ Amounts under
‘‘Threshold’’ reflect that no payouts would have been payable under the 2014 bonus program if the Compensation
Committee determined that actual achievement was sufficiently low compared against the established objectives
under the 2014 bonus program and exercised its discretion to eliminate the bonus payout entirely. Amounts
under ‘‘Target’’ reflect the target bonus amount, which would have been paid to the executive officer if each of
the objectives had been achieved at 100% and the individual performance of each executive officer met his or her
specified target levels, and the Compensation Committee had exercised its discretion accordingly, which, for each
executive officer, would have been 100% of his or her target bonus. Actual bonuses paid under the 2014 bonus
program are reflected in the ‘‘Non-Equity Incentive Plan Compensation’’ column of the table labeled ‘‘Summary
Compensation Table’’ above. Mr. Brazeal was not eligible for a bonus award for fiscal year 2014 as a result of his
appointment to his position in December 2014.
(2) The amounts represent the full grant date fair value of the stock awards and option awards granted in fiscal year
2014 as computed in accordance with ASC 718. For a discussion of the assumptions and methodologies used to
calculate the valuations of the stock awards and option awards, please see the discussion of stock awards and
option awards contained in Note 10, ‘‘Stockholders’ Equity and Share-Based Compensation,’’ of the Notes to
Consolidated Financial Statements in Item 8 ‘‘Financial Statements and Supplementary Data,’’ of the Company’s
Form 10-K for the fiscal year ended December 28, 2014 filed with the SEC on February 10, 2015. Under GAAP,
compensation expense with respect to stock awards and option awards granted to the Company’s employees is
generally recognized over the vesting periods applicable to the awards.
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