SanDisk 2014 Annual Report Download - page 65
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work under the Consulting Agreements. The Consulting Agreement entered into on October 10, 2013 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. The Consulting Agreement entered into on January 13, 2014 is filed as
Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 30, 2014, filed with the SEC on
May 1, 2015. The Consulting Agreement entered into on May 7, 2014 is filed as Exhibit 10.1 to the
Company’s Form 10-Q for the quarter ended June 29, 2014, filed with the SEC on July 31, 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.
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 or the chair of the Audit
Committee, and be on terms no less favorable to the Company than could be obtained from unaffiliated
third parties.
57
Proxy Statement