SanDisk 2014 Annual Report Download - page 56

The exercisable stock options shown in column (c) above, and any unexercisable stock options shown in column (d) above that
subsequently become exercisable, will generally expire earlier than the normal expiration date upon the termination of the
Named Executive Officer’s employment. Unless exercised, exercisable stock options will generally terminate within three
(3) months after the date of termination of employment. However, if a Named Executive Officer dies or becomes totally
disabled while employed with the Company, or if their employment is terminated by the Company without cause or by the
executive for good reason within three (3) months prior to or eighteen (18) months following a change in control, exercisable
stock options will generally remain exercisable for twelve (12) months following the Named Executive Officer’s death, disability
or termination of employment. In addition, the stock options (whether exercisable or not) will immediately terminate if a
Named Executive Officer’s employment is terminated by the Company for ‘‘misconduct’’ (as determined under the plan). The
stock options may become fully vested and may terminate earlier than the normal expiration date if there is a change in control
of the Company and the stock options are not assumed or replaced by an acquirer.
(2) The shares underlying the RSUs held by the Named Executive Officers are subject to accelerated vesting in connection with
certain changes in control of the Company if not assumed or replaced by an acquirer and upon certain terminations of
employment in connection with a change in control of the Company, as described in more detail above under ‘‘Grants of
Plan-Based Awards’’ and below under ‘‘Potential Payments Upon Termination or Change in Control.’’ Except as otherwise
indicated in those sections, unvested shares underlying the RSUs will generally be forfeited upon the termination of the Named
Executive Officer’s employment.
(3) The market value of stock awards reported is computed by multiplying the number of shares or units of stock reported by
$101.31, the closing market price of Common Stock on December 26, 2014, the last trading day in fiscal year 2014.
(4) The unvested portions of these stock options vested on January 3, 2015.
(5) The unvested portions of these stock options vested on February 22, 2015.
(6) The unvested portions of these stock options vest in five (5) substantially equal installments, beginning on February 17, 2015
and at the end of each three (3) month period thereafter.
(7) The unvested portions of these stock options vest in nine (9) substantially equal installments, beginning on February 15, 2015
and at the end of each three (3) month period thereafter.
(8) Of the unvested portions of these stock options, 25% of the stock options vested on February 18, 2015, and the remaining 75%
of the stock options vest in twelve (12) substantially equal installments at the end of each three (3) month period thereafter.
(9) Of the unvested portions of these stock options, 25% of the stock options will vest on December 5, 2015, and the remaining
75% of the stock options vest in twelve (12) substantially equal installments at the end of each three (3) month period
thereafter.
(10) The unvested portions of these stock awards vested on January 3, 2015.
(11) The unvested portions of these stock awards vested on February 22, 2015.
(12) The unvested portions of these stock awards vest in two (2) substantially equal annual installments, beginning on February 17,
2015 and on the anniversary thereafter.
(13) The unvested portions of these stock awards vest in two (2) substantially equal annual installments, beginning on September 13,
2015 and on the anniversary thereafter.
(14) The unvested portions of these stock awards vest in three (3) substantially equal annual installments, beginning on February 15,
2015 and on each anniversary thereafter.
(15) The unvested portions of these stock awards vest in four (4) substantially equal annual installments, beginning on February 18,
2015 and on each anniversary thereafter.
(16) The unvested portions of these stock awards vest in four (4) substantially equal annual installments, beginning on December 12,
2015 and on each anniversary thereafter.
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