SanDisk 2014 Annual Report Download - page 59

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 28, 2014 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 ......... 5,000,000 45,594 29,262,637 25,000 34,333,231
Judy Bruner ............ 1,860,000 34,196 8,163,021 25,000 10,082,217
Sumit Sadana ........... 1,470,600 34,196 6,967,569 25,000 8,497,365
Mark Brazeal ........... 1,020,000 33,859 1,519,650 25,000 2,598,509
Shuki Nir .............. 957,825 32,226 4,363,480 25,000 5,378,531
(1) This amount includes estimated health insurance premiums.
(2) This amount includes option awards and stock awards. The amount for option awards is calculated based on the
number of shares of Common Stock that would have been subject to acceleration multiplied by the difference
between the closing price of the Common Stock on December 26, 2014 (the last trading day in fiscal year 2014) of
$101.31 per share and the exercise price of the stock option. The amount for stock awards is calculated based on
the number of shares of Common Stock that would have been subject to acceleration multiplied by the closing
price of the Common Stock on December 26, 2014 of $101.31 per share.
Severance Benefits—Termination of Employment Not in Connection with Change in Control. In
connection with his promotion to Chief Executive Officer in January 2011, Mr. Mehrotra and the
Company entered into a severance agreement pursuant to which Mr. Mehrotra is entitled to severance
benefits upon his termination without cause or voluntary resignation for good reason (as those terms are
defined in the severance agreement) without regard to whether a change of control has occurred. The
benefits payable to Mr. Mehrotra under his severance agreement are generally the same as provided for
under his change of control agreement with the exception that the bonus component of the severance is
comprised of Mr. Mehrotra’s pro-rata cash incentive bonus for the year in which his termination of
employment occurs instead of a multiple of his target bonus, and only those equity awards which would
have vested over the twenty-four (24) months following Mr. Mehrotra’s termination of employment would
have accelerated upon his termination of employment, instead of all of Mr. Mehrotra’s then outstanding
equity awards as provided for under the change of control agreement. In the event that Mr. Mehrotra is
eligible to receive severance benefits under both his severance agreement and his change of control
agreement, he will be entitled only to the severance benefits provided under his change of control
agreement. Assuming Mr. Mehrotra’s employment was terminated without ‘‘cause’’ or he resigned for
‘‘good reason’’ (as such terms are defined in the severance agreement) and not in connection with a
‘‘Change of Control’’ (as defined in his change of control agreement) on the last day of fiscal year 2014, the
estimated total cash values of Mr. Mehrotra’s cash payment, insurance coverage continuation, equity
acceleration and outplacement assistance under his severance agreement would have been the following:
$3,500,000, $45,594, $16,393,681 and $25,000, respectively, for a total amount of $19,964,275.
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