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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sandisk Corp. | NASDAQ:SNDK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 76.18 | 0 | 01:00:00 |
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
77-0191793
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
|
|
951 SanDisk Drive
Milpitas, California
|
95035
|
(Address of principal executive offices)
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value;
Rights to Purchase Series A Junior Participating Preferred Stock
|
|
NASDAQ Global Select Market
|
Yes
þ
|
No
o
|
Yes
o
|
No
þ
|
Yes
þ
|
No
o
|
Yes
þ
|
No
o
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Yes
o
|
No
þ
|
Class
|
March 25, 2016
|
Common Stock, $0.001 par value per share
|
202,907,988 shares
|
|
|
|
Page
No.
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
OTHER
|
||
Signatures
|
S - 1
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Position(s) with
the Company |
|
Age
|
|
First
Elected/Appointed as a Director |
Michael E. Marks
(1)
|
|
Chairman of the Board
|
|
65
|
|
2003
|
Irwin Federman
|
|
Director
|
|
80
|
|
1988
|
Steven J. Gomo
(2)(3)
|
|
Director
|
|
64
|
|
2005
|
Eddy W. Hartenstein
(1)(2)
|
|
Director
|
|
65
|
|
2005
|
Dr. Chenming Hu
|
|
Director
|
|
68
|
|
2009
|
Catherine P. Lego
(3)(4)
|
|
Director
|
|
59
|
|
2004
|
Sanjay Mehrotra
|
|
President, Chief Executive Officer and Director
|
|
57
|
|
2010
|
D. Scott Mercer
(2)(3)
|
|
Director
|
|
65
|
|
2013
|
|
|
(1)
|
Member of the Nominating and Governance Committee.
|
(2)
|
Member of the Compensation Committee.
|
(3)
|
Member of the Audit Committee.
|
(4)
|
Ms. Lego served as a member of the Board from 1989 to 2002 and returned to the Board in May 2004.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
•
|
Sanjay Mehrotra
-
President and Chief Executive Officer
(principal executive officer);
|
•
|
Judy Bruner
-
Executive Vice President, Administration and Chief Financial Officer
(principal financial officer);
|
•
|
Sumit Sadana
- Executive Vice President, Chief Strategy Officer and, since April 2015, General Manager, Enterprise Solutions;
|
•
|
Dr. Siva Sivaram
-
Executive Vice President, Memory Technology
; and
|
•
|
Shuki Nir
-
Senior Vice President, Corporate Marketing, and General Manager, Retail
.
|
•
|
Revenue of
$5.56 billion
declined
16%
from fiscal 2014 as product and market factors impacted fiscal 2015 revenues. The Company delivered sequential revenue growth in each of the third and fourth fiscal quarters of 2015.
|
•
|
Combined revenues from enterprise and client solid state drive (“SSD”) solutions represented
24%
of fiscal 2015 revenue compared to
29%
of fiscal 2014 revenue. Removable products revenue represented
40%
of fiscal 2015 revenue compared to
38%
in fiscal 2014.
|
•
|
Non-GAAP operating margin declined to
18.7%
in fiscal 2015 from
27.9%
in fiscal 2014.
|
•
|
Cash flow from operations was
$1.05 billion
in fiscal 2015 compared to
$1.70 billion
in fiscal 2014.
|
•
|
Manufacturing yields of the Company’s 15-nanometer (“15nm”) technology achieved a record for any NAND technology in the Company’s history.
|
•
|
In the fourth quarter of fiscal 2015, the Company began initial shipment of 48-layer, three-bits-per-cell 3-dimensional NAND (“3D NAND”) technology in retail products and for original equipment manufacturer (“OEM”) customer samples.
|
•
|
The Company signed strategic agreements with SK Hynix, Hewlett Packard Enterprise, and Toshiba Corporation, further cementing these important ecosystem engagements.
|
•
|
The Company entered into a merger agreement with Western Digital Corporation (“Western Digital”), valuing SanDisk with an equity value of approximately $17 billion.
|
|
|
(1)
|
Excludes amounts reflected in the “All Other Compensation” column of the table labeled “Summary Compensation Table - Fiscal Years 2013-2015” below.
|
(2)
|
Excludes Mr. Mehrotra, the Company’s Chief Executive Officer.
|
(3)
|
Consists of amounts reflected in the “Non-Equity Incentive Plan Compensation” column for fiscal 2015 in the table labeled “Summary Compensation Table - Fiscal Years 2013-2015” below.
|
(4)
|
Consists of amounts reflected in the “Stock Awards” and “Option Awards” columns for fiscal 2015 in the table labeled “Summary Compensation Table - Fiscal Years 2013-2015” below.
|
Objective
|
|
Description
|
Pay-for-performance
|
|
Emphasize performance-based compensation in our short-term incentive program, which motivates executives to achieve strong financial, operational and individual performance
|
Attract and Retain Talented Leadership
|
|
Attract and retain talented and qualified executive officers by providing total compensation that is competitive with that of other executives of companies that are similar to SanDisk
|
Align Interests of Executives with Shareholders
|
|
Encourage a long-term commitment to SanDisk and align the interests of executives with stockholders, by providing a significant portion of total compensation in the form of stock-based incentives and requiring target levels of stock ownership
|
Compensation Element
|
|
Compensation Objectives Designed to be Achieved
|
• Base Salary
|
|
• Attract and retain top-tier talent
|
• Annual Cash Bonus Opportunity
|
|
• Pay-for-performance
• Align executive officers’ interests with those of stockholders
• Attract, retain and motivate top-tier talent
|
• Long-term Share-Based Incentives
|
|
• Pay-for-performance
• Align executive officers’ interests with those of stockholders
• Attract, retain and motivate top-tier talent
|
• 401(k) Retirement Benefits
|
|
• Attract and retain top-tier talent
|
• Severance and Other Benefits Upon Termination of Employment in Certain Circumstances
|
|
• Attract and retain top-tier talent
|
•
|
In general, executive officers are not entitled to guaranteed, non-performance based bonuses or salary increases.
|
•
|
Executive officers are not entitled to tax reimbursement or tax gross-up payments in respect of perquisites or other compensation.
|
•
|
The Company maintains a clawback policy pursuant to which each Section 16 Officer, including each Named Executive Officer, may be required to reimburse or forfeit all or a portion of any cash-based incentive compensation received if the Company’s financial statements are required to be restated as a result of material non-compliance with any financial reporting requirements.
|
•
|
To align the interests of the Company’s executive officers with the interests of the Company’s stockholders, the Company maintains stock ownership guidelines (set forth in the Company’s Corporate Governance Principles, which are available on the Company’s website) that require that each executive officer retain a minimum equity ownership interest in the Company. See “Stock Ownership Guidelines” below for additional detail.
|
•
|
The Company’s insider trading policy prohibits the Company’s executive officers from short-selling the Company’s Common Stock, trading in derivative securities related to the Company’s securities, including the Company’s Common Stock, or otherwise engaging in activities designed to hedge against the Company’s Common Stock.
|
•
|
The Company’s executive officers participate in broad-based Company-sponsored health and welfare benefits programs and the Company’s 401(k) plan on the same basis as other regular employees. Other than such benefits, the Company does not provide perquisites or other personal benefits to its executive officers.
|
•
|
The Company does not currently offer, nor does the Company have plans to provide, defined benefit pension arrangements or nonqualified deferred compensation plans or arrangements to its executive officers.
|
|
Advanced Micro Devices, Inc.
Analog Devices, Inc.
Broadcom Corporation
Freescale Semiconductor, Ltd.
Juniper Networks, Inc.
Marvell Technology Group Ltd.
Micron Technology, Inc.
|
|
NetApp, Inc.
NVIDIA Corporation
Seagate Technology PLC
Symantec Corporation
Texas Instruments Incorporated
VMware, Inc.
Western Digital Corporation
|
|
|
|
Base Salary
|
|
|
||||||
|
|
2015
|
|
2014
|
|
% Change
|
||||
Sanjay Mehrotra
|
|
$
|
1,050,000
|
|
|
$
|
1,000,000
|
|
|
5.0%
|
Judy Bruner
|
|
$
|
651,000
|
|
|
$
|
620,000
|
|
|
5.0%
|
Sumit Sadana
|
|
$
|
542,000
|
|
|
$
|
516,000
|
|
|
5.0%
|
Dr. Siva Sivaram
|
|
$
|
490,000
|
|
|
$
|
459,000
|
|
|
6.8%
|
Shuki Nir
|
|
$
|
420,000
|
|
|
$
|
387,000
|
|
|
8.5%
|
•
|
the Company’s performance during fiscal 2015 relative to a non-GAAP EPS target, which constituted 60% of the 2015 bonus program, and
|
•
|
the Company’s performance relative to strategic objectives, which collectively constituted 40% of the 2015 bonus program, relating to:
|
•
|
memory technology in 2-dimensional NAND (“2D NAND”) and 3D NAND;
|
•
|
system technology in client and enterprise solutions;
|
•
|
strategic OEM customer ratings on quality;
|
•
|
growth in mobile and connected solutions revenue;
|
•
|
progress of 15nm transition in client SSD solutions, and
|
•
|
growing and diversifying enterprise SSD solutions and revenue.
|
•
|
Mr. Mehrotra - The Compensation Committee considered Mr. Mehrotra’s contributions to the achievement of the Company’s 2015 strategic objectives, as well as his leadership in key decisions about future strategy and his leadership in executing the merger agreement with Western Digital.
|
•
|
Ms. Bruner - The Compensation Committee considered Ms. Bruner’s contributions to the Company’s financial matters, investor relations, other administrative and infrastructure functions and corporate management of the Company, including with respect to her contributions to the due diligence effort and merger agreement execution with Western Digital.
|
•
|
Mr. Sadana - The Compensation Committee considered Mr. Sadana’s contributions to the Company’s overall strategy, the growth of the enterprise business in fiscal 2015 and the negotiation and execution of the merger agreement with Western Digital.
|
•
|
Dr. Sivaram - The Compensation Committee considered Dr. Sivaram’s leadership of the Company’s memory technology group, which successfully ramped 15nm 2D NAND capacity, achieving record yields for the Company, and made progress against its 3D NAND roadmap in fiscal 2015, including initial shipments of 3D NAND retail products and OEM customer samples.
|
•
|
Mr. Nir - The Compensation Committee considered Mr. Nir’s leadership of the Company’s retail strategy and business, which continued its strong revenue and profit profile, market share leadership in key markets, and introduction of new products. The Compensation Committee also considered Mr. Nir’s leadership in the Company’s corporate marketing strategy and achievements.
|
|
|
2015 Bonus Payout
|
|
As a Percent of Target Bonus
|
||
Sanjay Mehrotra
|
|
$
|
472,500
|
|
|
30%
|
Judy Bruner
|
|
$
|
195,300
|
|
|
30%
|
Sumit Sadana
|
|
$
|
146,560
|
|
|
30%
|
Dr. Siva Sivaram
|
|
$
|
110,500
|
|
|
30%
|
Shuki Nir
|
|
$
|
81,900
|
|
|
30%
|
•
|
The economic value of the share-based awards granted to comparable executive officers at the Company’s peer companies;
|
•
|
The proportional amount and value of the Named Executive Officer’s unvested share-based incentive awards in comparison to the other executive officers;
|
•
|
The Company’s financial performance in fiscal 2014; and
|
•
|
The Named Executive Officer’s expected future contributions to the Company.
|
Company Position
|
|
Required Equity Stake
|
|
Required Outright Equity Ownership
|
||
|
|
(Shares)
|
||||
Director
|
|
5,000
|
|
|
3,000
|
|
Chief Executive Officer
|
|
65,000
|
|
|
16,250
|
|
Executive Vice President
|
|
25,000
|
|
|
6,250
|
|
Senior Vice President
|
|
15,000
|
|
|
3,750
|
|
Name and
Principal Position |
|
Year
|
|
Salary
($) * |
|
Bonus
($) |
|
Stock
Awards ($) (1) |
|
Option
Awards ($) (1) |
|
Non-Equity
Incentive Plan Compensation ($) (2) |
|
All Other
Compensation ($) (3) |
|
Total
($) |
|||||||
Sanjay Mehrotra,
|
|
2015
|
|
1,080,769
|
|
|
—
|
|
|
5,164,375
|
|
|
3,836,044
|
|
|
472,500
|
|
|
172,493
|
|
|
10,726,181
|
|
President & Chief
Executive Officer (4) |
|
2014
|
|
1,028,846
|
|
|
—
|
|
|
4,661,875
|
|
|
3,748,988
|
|
|
1,875,000
|
|
|
184,254
|
|
|
11,498,963
|
|
|
2013
|
|
946,134
|
|
|
—
|
|
|
3,231,875
|
|
|
3,296,606
|
|
|
3,063,750
|
|
|
100,218
|
|
|
10,638,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Judy Bruner,
|
|
2015
|
|
670,077
|
|
|
—
|
|
|
1,233,000
|
|
|
869,733
|
|
|
195,300
|
|
|
50,163
|
|
|
3,018,273
|
|
Executive Vice President, Administration and Chief Financial Officer
|
|
2014
|
|
639,135
|
|
|
—
|
|
|
1,305,325
|
|
|
954,634
|
|
|
775,500
|
|
|
59,100
|
|
|
3,733,694
|
|
|
2013
|
|
593,516
|
|
|
—
|
|
|
904,925
|
|
|
853,477
|
|
|
1,275,000
|
|
|
32,605
|
|
|
3,659,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sumit Sadana,
|
|
2015
|
|
557,846
|
|
|
—
|
|
|
1,027,500
|
|
|
724,778
|
|
|
146,560
|
|
|
50,290
|
|
|
2,506,974
|
|
Executive Vice President, Chief Strategy Officer and General Manager, Enterprise Solutions
|
|
2014
|
|
532,000
|
|
|
—
|
|
|
932,375
|
|
|
681,881
|
|
|
581,000
|
|
|
56,902
|
|
|
2,784,158
|
|
|
2013
|
|
494,757
|
|
|
—
|
|
|
646,375
|
|
|
609,626
|
|
|
960,000
|
|
|
32,049
|
|
|
2,742,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dr. Siva Sivaram,
|
|
2015
|
|
502,885
|
|
|
—
|
|
|
822,000
|
|
|
579,822
|
|
|
110,500
|
|
|
34,810
|
|
|
2,050,017
|
|
Executive Vice President, Memory Technology
|
|
2014
|
|
474,923
|
|
|
—
|
|
|
298,360
|
|
|
218,202
|
|
|
431,000
|
|
|
34,624
|
|
|
1,457,109
|
|
|
2013
|
|
245,769
|
|
|
100,000
|
|
(5)
|
1,833,000
|
|
|
418,775
|
|
|
290,000
|
|
|
14,673
|
|
|
2,902,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shuki Nir,
|
|
2015
|
|
429,808
|
|
|
—
|
|
|
739,800
|
|
|
521,840
|
|
|
81,900
|
|
|
32,238
|
|
|
1,805,586
|
|
Senior Vice President, Corporate Marketing, and General Manager, Retail
|
|
2014
|
|
397,614
|
|
|
—
|
|
|
783,195
|
|
|
572,780
|
|
|
315,000
|
|
|
33,017
|
|
|
2,101,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Fiscal
2015
included an extra two-week pay period due to a 53 week fiscal year.
|
(1)
|
The amounts shown represent the full grant date fair value of the stock awards and option awards granted to the Named Executive Officers during the fiscal year 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
January 3, 2016
filed with the SEC on
February 12, 2016
. 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.
|
(2)
|
As described in the “Compensation Discussion and Analysis” under “Elements of the Current Executive Compensation Program - Annual Bonus Awards,” the Named Executive Officers received bonus awards in fiscal
2015
,
2014
and
2013
, in the amounts disclosed.
|
(3)
|
The following table sets forth additional information with respect to the amounts reported in “All Other Compensation”:
|
|
|
Declared Dividends Accrued on Unvested RSUs
($) |
|
401(k) Plan Matching Contribution
($) |
|
Imputed Income from Term Life Insurance Coverage
($) |
|
Other
($) (a) |
|
Total
($) |
||||||
Sanjay Mehrotra
|
|
137,812
|
|
|
3,462
|
|
|
10,450
|
|
|
20,769
|
|
(b)
|
|
172,493
|
|
Judy Bruner
|
|
36,900
|
|
|
6,615
|
|
|
6,648
|
|
|
—
|
|
|
|
50,163
|
|
Sumit Sadana
|
|
39,375
|
|
|
9,000
|
|
|
1,915
|
|
|
—
|
|
|
|
50,290
|
|
Dr. Siva Sivaram
|
|
29,700
|
|
|
—
|
|
|
4,922
|
|
|
188
|
|
|
|
34,810
|
|
Shuki Nir
|
|
21,263
|
|
|
9,000
|
|
|
1,454
|
|
|
521
|
|
|
|
32,238
|
|
|
|
(a)
|
Includes taxable long-term disability imputed income, taxable paid time off donation and/or non-cash awards.
|
(b)
|
Includes
$20,192
in taxable paid time off donation and
$577
in taxable long-term disability imputed income.
|
(4)
|
As an employee-Director, Mr. Mehrotra did not receive additional compensation for his services as a Director in fiscal
2013
,
2014
or
2015
.
|
(5)
|
The amount shown reflects sign-on bonus for Dr. Sivaram, who joined the Company in fiscal
2013
.
|
|
|
|
|
Estimated Possible Payouts under Non‑Equity Incentive Plan Awards
|
|
All Stock Awards:
Number of Shares of Stock or Units (#) |
|
All Option Awards:
Number of Securities Underlying Options (#) |
|
Exercise or Base Price of Option Awards
($/Sh) |
|
Grant Date Fair Value of Stock and Option Awards
($) (2) |
|||||||||||
Name
|
|
Grant
Date |
|
Threshold
($) (1) |
|
Target
($) (1) |
|
Maximum
($) (1) |
|
|
|
|
|||||||||||
Sanjay Mehrotra
|
|
2/22/2015
|
|
|
|
|
|
|
|
|
|
187,500
|
|
|
82.63
|
|
|
3,836,044
|
|
||||
|
|
2/22/2015
|
|
|
|
|
|
|
|
62,500
|
|
|
|
|
|
|
5,164,375
|
|
|||||
|
|
2/22/2015
|
|
—
|
|
|
1,575,000
|
|
|
4,725,000
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Judy Bruner
|
|
2/17/2015
|
|
|
|
|
|
|
|
|
|
45,000
|
|
|
82.20
|
|
|
869,733
|
|
||||
|
|
2/17/2015
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
1,233,000
|
|
|||||
|
|
2/17/2015
|
|
—
|
|
|
651,000
|
|
|
1,953,000
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sumit Sadana
|
|
2/17/2015
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
82.20
|
|
|
724,778
|
|
||||
|
|
2/17/2015
|
|
|
|
|
|
|
|
12,500
|
|
|
|
|
|
|
1,027,500
|
|
|||||
|
|
2/17/2015
|
|
—
|
|
|
487,800
|
|
|
1,463,400
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dr. Siva Sivaram
|
|
2/17/2015
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
82.20
|
|
|
579,822
|
|
||||
|
|
2/17/2015
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
822,000
|
|
|||||
|
|
2/17/2015
|
|
—
|
|
|
367,500
|
|
|
1,102,500
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shuki Nir
|
|
2/17/2015
|
|
|
|
|
|
|
|
|
|
27,000
|
|
|
82.20
|
|
|
521,840
|
|
||||
|
|
2/17/2015
|
|
|
|
|
|
|
|
9,000
|
|
|
|
|
|
|
739,800
|
|
|||||
|
|
2/17/2015
|
|
—
|
|
|
273,000
|
|
|
819,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Under the 2015 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 2015 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 2015 bonus program if the Compensation Committee determined that actual achievement was sufficiently low compared against the established objectives under the 2015 bonus program. 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 2015 bonus program are reflected in the “Non-Equity Incentive Plan Compensation” column of the table labeled “Summary Compensation Table” above.
|
(2)
|
The amounts represent the full grant date fair value of the stock awards and option awards granted in fiscal 2015 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
January 3, 2016
filed with the SEC on
February 12, 2016
. 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.
|
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
|||||||||||||||||||
Name
|
|
Option Grant Date
|
|
Number of Securities Underlying Unexercised Options
(#) Exercisable |
|
Number of Securities Underlying Unexercised Options
(#) Unexercisable |
|
Option Exercise Price
($) |
|
Option Expiration Date
|
|
Stock Award Grant Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
|
Market Value of Shares or Units of Stock That Have Not Vested
($) (3) |
|||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|||||||
Sanjay Mehrotra
|
|
1/3/2011
|
|
16,875
|
|
|
—
|
|
|
|
51.24
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
||
|
2/22/2011
|
|
3,750
|
|
|
—
|
|
|
|
48.85
|
|
|
2/21/2018
|
|
|
|
|
|
|
|
|||
|
2/17/2012
|
|
37,500
|
|
|
9,375
|
|
(4)
|
|
47.79
|
|
|
2/16/2019
|
|
|
|
|
|
|
|
|||
|
2/15/2013
|
|
46,875
|
|
|
58,594
|
|
(5)
|
|
51.71
|
|
|
2/14/2020
|
|
|
|
|
|
|
|
|||
|
2/18/2014
|
|
82,031
|
|
|
105,469
|
|
(6)
|
|
74.59
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|||
|
2/22/2015
|
|
—
|
|
|
187,500
|
|
(7)
|
|
82.63
|
|
|
2/21/2022
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2012
|
|
12,500
|
|
(10)
|
|
949,875
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2013
|
|
31,250
|
|
(11)
|
|
2,374,688
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
46,875
|
|
(12)
|
|
3,562,031
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/22/2015
|
|
62,500
|
|
(13)
|
|
4,749,375
|
|
||||
Totals
|
|
|
|
187,031
|
|
|
360,938
|
|
|
|
|
|
|
|
|
|
153,125
|
|
|
|
11,635,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Judy Bruner
|
|
2/22/2011
|
|
3,713
|
|
|
—
|
|
|
|
48.85
|
|
|
2/21/2018
|
|
|
|
|
|
|
|
||
|
2/17/2012
|
|
12,375
|
|
|
3,094
|
|
(4)
|
|
47.79
|
|
|
2/16/2019
|
|
|
|
|
|
|
|
|||
|
2/15/2013
|
|
36,093
|
|
|
16,407
|
|
(5)
|
|
51.71
|
|
|
2/14/2020
|
|
|
|
|
|
|
|
|||
|
2/18/2014
|
|
22,968
|
|
|
29,532
|
|
(6)
|
|
74.59
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|||
|
2/17/2015
|
|
—
|
|
|
45,000
|
|
(8)
|
|
82.20
|
|
|
2/16/2022
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2012
|
|
4,125
|
|
(10)
|
|
313,459
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2013
|
|
8,750
|
|
(11)
|
|
664,913
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
13,125
|
|
(12)
|
|
997,369
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2015
|
|
15,000
|
|
(14)
|
|
1,139,850
|
|
||||
Totals
|
|
|
|
75,149
|
|
|
94,033
|
|
|
|
|
|
|
|
|
|
41,000
|
|
|
|
3,115,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
|||||||||||||||||||
Name
|
|
Option Grant Date
|
|
Number of Securities Underlying Unexercised Options
(#) Exercisable |
|
Number of Securities Underlying Unexercised Options
(#) Unexercisable |
|
Option Exercise Price
($) |
|
Option Expiration Date
|
|
Stock Award Grant Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
|
Market Value of Shares or Units of Stock That Have Not Vested
($) (3) |
|||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|||||||
Sumit Sadana
|
|
2/22/2011
|
|
2,475
|
|
|
—
|
|
|
|
48.85
|
|
|
2/21/2018
|
|
|
|
|
|
|
|
||
|
2/17/2012
|
|
9,375
|
|
|
2,344
|
|
(4)
|
|
47.79
|
|
|
2/16/2019
|
|
|
|
|
|
|
|
|||
|
2/15/2013
|
|
9,375
|
|
|
11,719
|
|
(5)
|
|
51.71
|
|
|
2/14/2020
|
|
|
|
|
|
|
|
|||
|
2/18/2014
|
|
16,406
|
|
|
21,094
|
|
(6)
|
|
74.59
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|||
|
2/17/2015
|
|
—
|
|
|
37,500
|
|
(8)
|
|
82.20
|
|
|
2/16/2022
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2012
|
|
3,125
|
|
(10)
|
|
237,469
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
9/13/2012
|
|
6,250
|
|
(15)
|
|
474,938
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2013
|
|
6,250
|
|
(11)
|
|
474,938
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
9,375
|
|
(12)
|
|
712,406
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2015
|
|
12,500
|
|
(14)
|
|
949,875
|
|
||||
Totals
|
|
|
|
37,631
|
|
|
72,657
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
|
2,849,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dr. Siva Sivaram
|
|
6/28/2013
|
|
15,625
|
|
|
9,375
|
|
(9)
|
|
61.10
|
|
|
6/27/2020
|
|
|
|
|
|
|
|
||
|
2/18/2014
|
|
5,250
|
|
|
6,750
|
|
(6)
|
|
74.59
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|||
|
2/17/2015
|
|
—
|
|
|
30,000
|
|
(8)
|
|
82.20
|
|
|
2/16/2022
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
6/28/2013
|
|
15,000
|
|
(16)
|
|
1,139,850
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
3,000
|
|
(12)
|
|
227,970
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2015
|
|
10,000
|
|
(14)
|
|
759,900
|
|
||||
Totals
|
|
|
|
20,875
|
|
|
46,125
|
|
|
|
|
|
|
|
|
|
28,000
|
|
|
|
2,127,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shuki Nir
|
|
2/17/2012
|
|
—
|
|
|
1,125
|
|
(4)
|
|
47.79
|
|
|
2/16/2019
|
|
|
|
|
|
|
|
||
|
2/15/2013
|
|
2
|
|
|
9,844
|
|
(5)
|
|
51.71
|
|
|
2/14/2020
|
|
|
|
|
|
|
|
|||
|
2/18/2014
|
|
13,781
|
|
|
17,719
|
|
(6)
|
|
74.59
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|||
|
2/17/2015
|
|
—
|
|
|
27,000
|
|
(8)
|
|
82.20
|
|
|
2/16/2022
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2012
|
|
1,500
|
|
(10)
|
|
113,985
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2013
|
|
5,250
|
|
(11)
|
|
398,948
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
7,875
|
|
(12)
|
|
598,421
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2015
|
|
9,000
|
|
(14)
|
|
683,910
|
|
||||
Totals
|
|
|
|
13,783
|
|
|
55,688
|
|
|
|
|
|
|
|
|
|
23,625
|
|
|
|
1,795,264
|
|
|
|
(1)
|
Each stock option reported in the table above with a grant date on or after June 13, 2013 was granted under, and is subject to, the 2013 Plan. The stock option expiration date shown in column (f) above is the latest date that the stock options may be exercised; however, the stock options may terminate earlier in certain circumstances described below. For each Named Executive Officer, the unexercisable stock options shown in column (d) above are unvested and will generally terminate if the Named Executive Officer’s employment terminates.
|
(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 $75.99, the closing market price of Common Stock on December 31, 2015, which is the last trading day in fiscal 2015.
|
(4)
|
The unvested portions of these stock options vested on February 17, 2016.
|
(5)
|
The unvested portions of these stock options vest in five substantially equal installments, beginning on February 15, 2016 and at the end of each three month period thereafter.
|
(6)
|
The unvested portions of these stock options vest in nine substantially equal installments, beginning on February 18, 2016 and at the end of each three month period thereafter.
|
(7)
|
Of the unvested portions of these stock options, 25% of the stock options vested on February 22, 2016, and the remaining 75% of the stock options vest in 12 substantially equal installments at the end of each three month period thereafter.
|
(8)
|
Of the unvested portions of these stock options, 25% of the stock options vested on February 17, 2016, and the remaining 75% of the stock options vest in 12 substantially equal installments at the end of each three month period thereafter.
|
(9)
|
The unvested portions of these stock options vest in six substantially equal installments, beginning on March 28, 2016 and at the end of each three month period thereafter.
|
(10)
|
The unvested portions of these stock awards vested on February 17, 2016.
|
(11)
|
The unvested portions of these stock awards vest in two substantially equal annual installments, beginning on February 15, 2016 and on the anniversary thereafter.
|
(12)
|
The unvested portions of these stock awards vest in three substantially equal annual installments, beginning on February 18, 2016 and on each anniversary thereafter.
|
(13)
|
The unvested portions of these stock awards vest in four substantially equal annual installments, beginning on February 22, 2016 and on each anniversary thereafter.
|
(14)
|
The unvested portions of these stock awards vest in four substantially equal annual installments, beginning on February 17, 2016 and on each anniversary thereafter.
|
(15)
|
The unvested portions of these stock awards vest on September 13, 2016.
|
(16)
|
The unvested portions of these stock awards vest in two substantially equal annual installments, beginning on July 1, 2016 and on the anniversary thereafter.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise
(#) |
|
Value Realized on Exercise
($) (1) |
|
Number of Shares Acquired on Vesting
(#) |
|
Value Realized on Vesting
($) (2) |
||||
Sanjay Mehrotra
|
|
—
|
|
|
—
|
|
|
62,084
|
|
|
5,345,407
|
|
Judy Bruner
|
|
6,806
|
|
|
188,514
|
|
|
16,175
|
|
|
1,332,535
|
|
Sumit Sadana
|
|
—
|
|
|
—
|
|
|
16,725
|
|
|
1,206,112
|
|
Dr. Siva Sivaram
|
|
—
|
|
|
—
|
|
|
8,500
|
|
|
505,015
|
|
Shuki Nir
|
|
13,612
|
|
|
306,055
|
|
|
7,850
|
|
|
646,662
|
|
|
|
(1)
|
The dollar amounts shown for option awards are determined by multiplying (i) the number of shares of Common Stock to which the exercise of the option related, by (ii) the difference between the per-share sales price of Common Stock at exercise and the exercise price of the options.
|
(2)
|
The dollar amounts shown for stock awards are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of Common Stock on the vesting date.
|
•
|
a lump sum cash payment equal to one and one-half times (three times for Mr. Mehrotra) the sum of (A) the Named Executive Officer’s annual base salary as of the Change of Control or termination of employment, whichever is greater, plus (B) the Named Executive Officer’s annual target bonus for the calendar year of termination;
|
•
|
for a period of 18 months (24 months for Mr. Mehrotra) following the termination date (or, if earlier, until the date the Named Executive Officer becomes eligible for coverage under the health plan of a future employer), premiums for 18 months’ (24 months’ in the case of Mr. Mehrotra) continuation of the same or equivalent health insurance coverage for the Named Executive Officer and his or her eligible dependents (if applicable) as the Named Executive Officer was receiving immediately prior to the termination;
|
•
|
accelerated vesting of the Named Executive Officer’s equity awards to the extent outstanding on the termination date and not otherwise vested, with accelerated options to remain exercisable for one year following the termination (subject to the maximum term of the option and to any right that the Company may have to terminate options in connection with the Change of Control); and
|
•
|
if requested, for a period of 12 months following the termination, executive-level outplacement benefits (which shall include at least resume assistance, career evaluation and assessment, individual career counseling, access to one or more on-line employment databases (with research assistance provided), and administrative support).
|
Name
|
|
Estimated Total Value of Cash Payment
($) |
|
Estimated Total Value of Insurance Coverage Continuation
($) (1) |
|
Estimated Total Value of Equity Acceleration
($) (2) |
|
Estimated Value of Outplacement Benefits
($) |
|
Total
($) |
|||||
Sanjay Mehrotra
|
|
7,875,000
|
|
|
54,908
|
|
|
13,470,663
|
|
|
25,000
|
|
|
21,425,571
|
|
Judy Bruner
|
|
1,953,000
|
|
|
40,653
|
|
|
3,642,548
|
|
|
25,000
|
|
|
5,661,201
|
|
Sumit Sadana
|
|
1,544,700
|
|
|
40,653
|
|
|
3,229,795
|
|
|
25,000
|
|
|
4,840,148
|
|
Dr. Siva Sivaram
|
|
1,286,250
|
|
|
40,653
|
|
|
2,276,764
|
|
|
25,000
|
|
|
3,628,667
|
|
Shuki Nir
|
|
1,039,500
|
|
|
35,726
|
|
|
2,090,808
|
|
|
25,000
|
|
|
3,191,034
|
|
|
|
(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 31, 2015 (the last trading day in fiscal 2015) of $75.99 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 31, 2015 of $75.99 per share.
|
Name
|
|
Estimated Total Value of Cash Payment
($) |
|
Estimated Total Value of Insurance Coverage Continuation
($) (1) |
|
Estimated Total Value of Equity Acceleration
($) (2) |
|
Estimated Value of Outplacement Benefits
($) |
|
Total
($) |
|||||
Sanjay Mehrotra
|
|
3,675,000
|
|
|
54,908
|
|
|
9,892,225
|
|
|
25,000
|
|
|
13,647,133
|
|
|
|
(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 31, 2015 (the last trading day in fiscal 2015) of $75.99 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 31, 2015 of $75.99 per share.
|
Name
|
|
Fees Earned or Paid in Cash
($) |
|
Stock Awards
($) (1)(2)(3) |
|
Option Awards
($) (1)(2)(3) |
|
All Other Compensation
($) (4) |
|
Total
($) |
|||||||
Michael E. Marks
|
|
150,000
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
374,684
|
|
Irwin Federman
|
|
77,500
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
302,184
|
|
Steven J. Gomo
|
|
87,500
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
312,184
|
|
Eddy W. Hartenstein
|
|
78,958
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
303,642
|
|
Dr. Chenming Hu
|
|
60,000
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
284,684
|
|
Catherine P. Lego
|
|
90,000
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
314,684
|
|
D. Scott Mercer
|
|
87,500
|
|
|
|
125,660
|
|
|
97,708
|
|
|
1,316
|
|
|
|
312,184
|
|
|
|
(1)
|
The amounts represent the full grant date fair value of the stock awards (which term includes RSUs) and option awards granted in fiscal
2015
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
January 3, 2016
filed with the SEC on
February 12, 2016
. Under general accounting principles, compensation expense with respect to stock awards and option awards granted to the Directors is generally recognized over the vesting periods applicable to the awards.
|
(2)
|
In June 2015, the Company granted each of the Non-Employee Directors an annual stock option award in the amount of 6,250 shares, with an exercise price of $65.21, and an annual RSU award in the amount of 1,927 shares. Subject to the Non-Employee Director’s continued service, the shares subject to each such award vest in one installment on the earlier of (i) the first anniversary of the grant date or (ii) the day immediately preceding the next annual meeting of the Company’s stockholders following the grant date.
|
(3)
|
The following table presents the number of outstanding and unexercised option awards and the number of unvested stock awards held by each of the Company’s Non-Employee Directors as of
January 3, 2016
:
|
Director
|
|
Number of Shares Subject to Outstanding Option Awards
|
|
Number of Unvested
Shares or Units |
||
Michael E. Marks
|
|
12,500
|
|
|
1,927
|
|
Irwin Federman
|
|
18,750
|
|
|
1,927
|
|
Steven J. Gomo
|
|
37,500
|
|
|
1,927
|
|
Eddy W. Hartenstein
|
|
25,000
|
|
|
1,927
|
|
Dr. Chenming Hu
|
|
37,500
|
|
|
1,927
|
|
Catherine P. Lego
|
|
43,750
|
|
|
1,927
|
|
D. Scott Mercer
|
|
17,208
|
|
|
1,927
|
|
(4)
|
Includes dividends accrued on unvested RSUs during fiscal 2015.
|
Type of Fee
|
|
Compensation Amount
|
||
Annual Board Retainer
|
|
$
|
60,000
|
|
Additional Annual Retainer to Chairman of the Board
|
|
75,000
|
|
|
Additional Annual Retainer to Chair of Audit Committee
|
|
30,000
|
|
|
Additional Annual Retainer to Chairs of Compensation Committee and Nominating and Governance Committee
|
|
15,000
|
|
|
Additional Annual Retainer to non-Chair Members of Audit Committee
|
|
20,000
|
|
|
Additional Annual Retainer to non-Chair Members of Compensation Committee and Nominating and Governance Committee
|
|
7,500
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(1)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||||
|
(a)
|
|
(b)
|
|
(c)
|
|||||||
Equity compensation plans approved by stockholders
(2)
|
|
9,549,864
|
|
(3)(4)(5)
|
|
$
|
61.30
|
|
|
13,882,806
|
|
(6)
|
Equity compensation plans not approved by stockholders
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Total
|
|
9,549,864
|
|
|
|
$
|
61.30
|
|
|
13,882,806
|
|
|
|
|
(1)
|
Weighted-average exercise price of outstanding options; excludes RSUs.
|
(2)
|
Consists of the Company’s Amended and Restated 2005 Incentive Plan, as amended (the “2005 Plan”), the 2013 Plan, and the 2005 Amended and Restated Employee Stock Purchase Plan and the 2005 Amended and Restated International Employee Stock Purchase Plan (together with the 2005 Amended and Restated Employee Stock Purchase Plan, the “2005 Purchase Plans”).
|
(3)
|
Excludes purchase rights accruing under the 2005 Purchase Plans, which have a combined stockholder-approved reserve of 10,000,000 shares. Under the 2005 Purchase Plans, each eligible employee may purchase up to 1,500 shares of Common Stock at the end of each six month offering period (the last U.S. business day on or preceding February 14th and August 14th of each calendar year) at a purchase price per share equal to 85% of the lower of (i) the closing selling price per share of Common Stock on the employee’s entry date into that six month offering period or (ii) the closing selling price per share on the purchase date.
|
(4)
|
Excludes 192,971 shares that are subject to options and other equity compensation awards that were originally granted by FlashSoft Corporation (“FlashSoft”), Fusion-io, Inc. (“Fusion-io”), msystems Ltd. (“msystems”), Pliant Technology, Inc. (“Pliant”) and SMART Storage Systems (“SMART Storage”) prior to their acquisition by the Company, as set forth in this table:
|
Acquired Company
|
|
Award Category
|
|
Number of Securities Subject to Applicable Plan
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Estimated Remaining Life
(yrs) |
||||
FlashSoft
|
|
RSUs
|
|
9,120
|
|
|
$
|
—
|
|
|
0.11
|
|
Fusion-io
|
|
RSUs
|
|
50,299
|
|
|
—
|
|
|
0.93
|
|
|
Fusion-io
|
|
Options
|
|
41,076
|
|
|
74.62
|
|
|
4.81
|
|
|
msystems
|
|
Options
|
|
5,341
|
|
|
50.74
|
|
|
0.84
|
|
|
msystems
|
|
Stock Settled Appreciation Rights
|
|
7,710
|
|
|
43.74
|
|
|
0.33
|
|
|
Pliant
|
|
Options
|
|
14,167
|
|
|
2.14
|
|
|
3.01
|
|
|
SMART Storage
|
|
Options
|
|
65,258
|
|
|
22.00
|
|
|
4.25
|
|
(5)
|
Includes 2,008,658 shares subject to options and 4,406,437 shares subject to RSUs outstanding under the 2013 Plan. Also includes 2,031,042 shares subject to outstanding options and 1,103,727 RSUs outstanding under the 2005 Plan. The weighted-average estimated remaining life of the outstanding options is 4.22 years.
|
(6)
|
Consists of shares available for future issuance under the 2013 Plan and the 2005 Purchase Plans. As of
January 3, 2016
, 10,922,319 shares of Common Stock were available for issuance under the 2013 Plan and 2,960,487 shares of Common Stock were available for issuance under the combined share reserve for the 2005 Purchase Plans.
|
|
|
Beneficial Ownership
|
|||||||||
Name or Group of Beneficial Owners
|
|
Number of Shares Owned Outright
|
|
Number of Shares Exercisable on or within 60 days after March, 25, 2016
(1
)
|
|
Total Beneficial Shares
|
|
Percentage Owned
|
|||
Judy Bruner
(2)
|
|
65,282
|
|
|
105,431
|
|
|
170,713
|
|
|
*
|
Irwin Federman
|
|
30,010
|
|
|
18,750
|
|
|
48,760
|
|
|
*
|
Steven J. Gomo
|
|
7,251
|
|
|
37,500
|
|
|
44,751
|
|
|
*
|
Eddy W. Hartenstein
|
|
26,294
|
|
|
25,000
|
|
|
51,294
|
|
|
*
|
Dr. Chenming Hu
|
|
4,336
|
|
|
37,500
|
|
|
41,836
|
|
|
*
|
Catherine P. Lego
(3)
|
|
205,326
|
|
|
43,750
|
|
|
249,076
|
|
|
*
|
Michael E. Marks
(4)
|
|
33,414
|
|
|
12,500
|
|
|
45,914
|
|
|
*
|
Sanjay Mehrotra
(5)
|
|
111,733
|
|
|
301,873
|
|
|
413,606
|
|
|
*
|
D. Scott Mercer
|
|
5,810
|
|
|
17,208
|
|
|
23,018
|
|
|
*
|
Shuki Nir
|
|
9,480
|
|
|
31,219
|
|
|
40,699
|
|
|
*
|
Sumit Sadana
|
|
23,977
|
|
|
61,067
|
|
|
85,044
|
|
|
*
|
Dr. Siva Sivaram
|
|
17,610
|
|
|
33,312
|
|
|
50,922
|
|
|
*
|
All current directors and executive officers as a group (13 persons)
(6)
|
|
543,600
|
|
|
732,922
|
|
|
1,276,522
|
|
|
*
|
|
|
*
|
Less than 1% of the outstanding Common Stock.
|
(1)
|
Consists of shares subject to outstanding options granted to the Directors or executive officers that were exercisable on or within 60 days after
March 25, 2016
. Some of the shares subject to those options granted to the Directors are currently unvested and would be subject to a repurchase right of the Company that lapses over time, if such options were exercised.
|
(2)
|
Includes
65,282 shares
held in the name of a trust for the benefit of Ms. Bruner and her spouse.
|
(3)
|
Includes
202,340 shares
held in the name of a trust of which Ms. Lego is the trustee.
|
(4)
|
Includes
20,000 shares
held by limited liability companies controlled by Mr. Marks.
|
(5)
|
Includes
31,327 shares
held in the name of a trust for the benefit of Mr. Mehrotra and his spouse and
80,406
shares held by the
Sanjay Mehrotra 2016 Grantor Retained Annuity Trust
.
|
(6)
|
Includes
732,922 shares
subject to outstanding options granted to the Directors or executive officers that were exercisable on or within 60 days after
March 25, 2016
.
|
|
|
Beneficial Ownership
|
||||
Name or Group of Beneficial Owners
|
|
Number of Shares
|
|
Percentage Owned
|
||
BlackRock, Inc.
(1)
|
|
11,677,740
|
|
|
6
|
%
|
55 East 52nd Street
New York, New York 10055 |
|
|
|
|
||
|
|
|
|
|
||
Clearbridge Investments, LLC
(2)
|
|
19,980,574
|
|
|
10
|
%
|
620 8th Avenue
New York, New York 10018 |
|
|
|
|
||
|
|
|
|
|
||
PRIMECAP Management Company
(3)
|
|
12,562,101
|
|
|
6
|
%
|
225 South Lave Avenue., #400
Pasadena, California 91101 |
|
|
|
|
||
|
|
|
|
|
||
The Vanguard Group, Inc.
(4)
|
|
16,776,781
|
|
|
8
|
%
|
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 |
|
|
|
|
|
|
(1)
|
Number of shares beneficially owned is reported as of December 31, 2015 and based on the Schedule 13G/A filed by
BlackRock, Inc.
on
February 10, 2016
with the SEC.
BlackRock, Inc.
’s Schedule 13G/A disclosed that it has the sole dispositive power with respect to
11,677,740
shares of Common Stock and sole voting power with respect to
9,840,290
shares of Common Stock.
|
(2)
|
Number of shares beneficially owned is reported as of December 31, 2015 and based on the Schedule 13G/A filed by
Clearbridge Investments, LLC
on
February 16, 2016
with the SEC.
Clearbridge Investments, LLC
’s Schedule 13G/A disclosed that it has sole dispositive power with respect to
19,980,574
shares of Common Stock and sole voting power with respect to
19,552,189
shares of Common Stock.
|
(3)
|
Number of shares beneficially owned is reported as of December 31, 2015 and based on the Schedule 13G/A filed by
PRIMECAP Management Company
on
February 12, 2016
with the SEC.
PRIMECAP Management Company
’s Schedule 13G/A disclosed that it has sole dispositive power with respect to
12,562,101
shares of Common Stock and sole voting power with respect to
4,259,440
shares of Common Stock.
|
(4)
|
Number of shares beneficially owned is reported as of December 31, 2015 and based on the Schedule 13G/A filed by
The Vanguard Group, Inc.
on
February 10, 2016
with the SEC.
The Vanguard Group, Inc.
’s Schedule 13G/A disclosed that it has the sole voting power with respect to
373,474
shares of Common Stock, shared voting power with respect to
20,200
shares of Common Stock, sole dispositive power with respect to
16,377,307
shares of Common Stock and shared dispositive power with respect to
399,474
shares of Common Stock.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
Any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 5% of that company’s shares, if the amount involved does not exceed the greater of $200,000, or 2% of that company’s total annual revenue;
|
•
|
Compensation to executive officers determined by the Compensation Committee;
|
•
|
Compensation to Directors determined by the Board;
|
•
|
Transactions in which all security holders receive proportional benefits; and
|
•
|
Banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
2015
|
|
2014
|
||||
Audit Fees
(1)
|
|
$
|
3,592,000
|
|
|
$
|
3,369,000
|
|
Audit-related Fees
(2)
|
|
582,000
|
|
|
621,000
|
|
||
Tax Fees
(3)
|
|
258,000
|
|
|
647,000
|
|
||
All Other Fees
(4)
|
|
3,000
|
|
|
2,000
|
|
||
Total
|
|
$
|
4,435,000
|
|
|
$
|
4,639,000
|
|
|
|
(1)
|
Audit fees consisted of professional services provided in connection with the integrated audit of the Company’s financial statements including services provided in connection with the annual audit of the Company’s internal control over financial reporting and review of the Company’s quarterly financial statements. The fees also include professional services provided for new and existing statutory audits of subsidiaries or affiliates of the Company.
|
(2)
|
Audit-related fees consisted primarily of accounting consultations, services provided in connection with regulatory filings, technical accounting guidance and other attestation services. The audit-related fees for
2015
primarily included services related to the acquisition of the Company by Western Digital. The audit-related fees for
2014
primarily included services related to the acquisition of Fusion-io, Inc.
|
(3)
|
Tax fees primarily included tax compliance fees, including expatriate compliance services. Total compliance fees were
$183,000
and
$442,000
for
2015
and
2014
, respectively. Tax fees also include tax advice and tax planning fees of
$75,000
and
$205,000
for
2015
and
2014
, respectively.
|
(4)
|
All other fees consisted of online research tools.
|
|
Twelve months ended
|
||||||||||
|
January 3,
2016 |
|
December 28,
2014 |
|
December 29,
2013 |
||||||
|
(In millions, except for percentages)
|
||||||||||
GAAP Operating Income
|
$
|
617
|
|
|
$
|
1,558
|
|
|
$
|
1,562
|
|
Share-based compensation
|
172
|
|
|
155
|
|
|
100
|
|
|||
Amortization of acquisition-related intangible assets
|
164
|
|
|
127
|
|
|
61
|
|
|||
Inventory step-up expense
|
—
|
|
|
8
|
|
|
—
|
|
|||
Impairment of acquisition-related intangible assets
|
61
|
|
|
—
|
|
|
83
|
|
|||
Western Digital acquisition-related
|
29
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP Operating Income
|
$
|
1,043
|
|
|
$
|
1,848
|
|
|
$
|
1,806
|
|
|
|
|
|
|
|
||||||
GAAP Operating Margin
|
11.1
|
%
|
|
23.5
|
%
|
|
25.3
|
%
|
|||
Share-based compensation
|
3.1
|
%
|
|
2.3
|
%
|
|
1.6
|
%
|
|||
Amortization of acquisition-related intangible assets
|
2.9
|
%
|
|
1.9
|
%
|
|
1.0
|
%
|
|||
Inventory step-up expense
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|||
Impairment of acquisition-related intangible assets
|
1.1
|
%
|
|
—
|
%
|
|
1.3
|
%
|
|||
Western Digital acquisition-related
|
0.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Non-GAAP Operating Margin
|
18.7
|
%
|
|
27.9
|
%
|
|
29.3
|
%
|
•
|
evaluating our core operating performance;
|
•
|
establishing internal budgets;
|
•
|
setting and determining variable compensation levels;
|
•
|
calculating return on investment for development programs and growth initiatives;
|
•
|
comparing performance with internal forecasts and targeted business models;
|
•
|
strategic planning; and
|
•
|
benchmarking performance externally against our competitors.
|
•
|
Share-based Compensation Expense.
These expenses consist primarily of expenses for share-based compensation, such as stock options, restricted stock units and our employee stock purchase plan. Although share-based compensation is an important aspect of the compensation of our employees, we exclude share-based compensation expenses from our non-GAAP measures primarily because they are non-cash expenses. Further, share-based compensation expenses are based on valuations with many underlying assumptions not in our control that vary over time and may include modifications that may not occur on a predictable cycle, neither of which is necessarily indicative of our ongoing business performance. In addition, the share-based compensation expenses recorded are often unrelated to the actual compensation an employee realizes. We believe that it is useful to exclude share-based compensation expense for investors to better understand the long-term performance of our core operations and to facilitate comparison of our results to our prior periods and to our peer companies.
|
•
|
Amortization and Impairment of Acquisition-related Intangible Assets
. We incur amortization and, occasionally, impair intangible assets in connection with acquisitions. Since we do not acquire businesses on a predictable cycle, we exclude these items in order to provide investors and others with a consistent basis for comparison across accounting periods.
|
•
|
Inventory Step-up Expense.
Acquired inventory in a business combination is generally recognized at fair value less costs to sell, which is generally higher than the historical cost value of the inventory. We exclude these increased or “stepped-up” values of inventory when sold to provide a consistent basis for comparison across accounting periods as these costs are not representative of ongoing future costs.
|
•
|
Western Digital Acquisition-related.
Due to the pending acquisition of SanDisk by Western Digital, we have incurred expenses for transaction, legal, employee-related and other costs. In addition, we have incurred gains and losses related to the shortened duration and expected liquidation prior to their effective maturity date of marketable securities. We exclude these Western Digital acquisition-related items to provide a consistent basis for comparison across accounting periods as these items are not representative of our ongoing operational activity.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(b)
|
Exhibits required by Item 601 of Regulation S-K
|
|
|
SANDISK CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
April 7, 2016
|
By:
|
/s/ Judy Bruner
|
|
|
|
|
Judy Bruner
|
|
|
|
|
Executive Vice President, Administration and
Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
|
|
|
|
By:
|
/s/ Donald Robertson
|
|
|
|
|
Donald Robertson
|
|
|
|
|
Vice President, Chief Accounting Officer
(Principal Accounting Officer) |
|
|
Signature
|
|
Title
|
|
|
|
|
By:
|
*
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer) |
|
Sanjay Mehrotra
|
|
|
|
|
|
|
By:
|
*
|
|
Chairman of the Board
|
|
Michael E. Marks
|
|
|
|
|
|
|
By:
|
*
|
|
Director
|
|
Irwin Federman
|
|
|
|
|
|
|
By:
|
*
|
|
Director
|
|
Steven J. Gomo
|
|
|
|
|
|
|
By:
|
*
|
|
Director
|
|
Eddy W. Hartenstein
|
|
|
|
|
|
|
By:
|
*
|
|
Director
|
|
Dr. Chenming Hu
|
|
|
|
|
|
|
By:
|
*
|
|
Director
|
|
Catherine P. Lego
|
|
|
|
|
|
|
By:
|
*
|
|
Director
|
|
D. Scott Mercer
|
|
|
*By:
|
/s/ Judy Bruner
|
|
April 7, 2016
|
|
Judy Bruner, as Attorney-in-Fact
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
Provided Herewith
|
2.1
|
|
Agreement and Plan of Merger, dated June 16, 2014, by and among the Registrant, Flight Merger Sub, Inc. and Fusion-io, Inc.#
|
|
8-K
|
|
000-26734
|
|
2.1
|
|
6/16/2014
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of October 21, 2015, by and among SanDisk Corporation, Western Digital Corporation and Schrader Acquisition Corporation.#
|
|
8-K
|
|
000-26734
|
|
2.1
|
|
10/26/2015
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant.
|
|
S-1
|
|
33-96298
|
|
3.2
|
|
8/29/1995
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated December 9, 1999.
|
|
10-Q
|
|
000-26734
|
|
3.1
|
|
8/16/2000
|
|
|
3.3
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated May 11, 2000.
|
|
S-3
|
|
333-85686
|
|
4.3
|
|
4/5/2002
|
|
|
3.4
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated May 26, 2006.
|
|
8-K
|
|
000-26734
|
|
3.1
|
|
6/1/2006
|
|
|
3.5
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated May 27, 2009.
|
|
8-K
|
|
000-26734
|
|
3.1
|
|
5/28/2009
|
|
|
3.6
|
|
Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed with the Delaware Secretary of State on April 24, 1997.
|
|
8-K/A
|
|
000-26734
|
|
3.5
|
|
5/16/1997
|
|
|
3.7
|
|
Certificate of Amendment to Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed with the Delaware Secretary of State on September 24, 2003.
|
|
8-A
|
|
000-26734
|
|
3.2
|
|
9/25/2003
|
|
|
3.8
|
|
Amended and Restated Bylaws of the Registrant dated September 11, 2013.
|
|
8-K
|
|
000-26734
|
|
3.1
|
|
9/17/2013
|
|
|
4.1
|
|
Rights Agreement, dated as of September 15, 2003, by and between the Registrant and Computershare Trust Company, Inc.
|
|
8-A
|
|
000-26734
|
|
4.2
|
|
9/25/2003
|
|
|
4.2
|
|
Amendment No. 1 to Rights Agreement, dated as of November 6, 2006, by and between the Registrant and Computershare Trust Company, Inc.
|
|
8-A/A
|
|
000-26734
|
|
4.2
|
|
11/8/2006
|
|
|
4.3
|
|
Indenture (including form of Notes) with respect to the Registrant’s 1.5% Convertible Senior Notes due 2017, dated as of August 25, 2010, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
000-26734
|
|
4.1
|
|
8/25/2010
|
|
|
4.4
|
|
Indenture (including form of Notes) with respect to the Registrant’s 0.5% Convertible Senior Notes due 2020, dated as of October 29, 2013, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
000-26734
|
|
4.1
|
|
10/29/2013
|
|
|
10.1
|
|
The Registrant’s Amended and Restated 2005 Incentive Plan.†
|
|
Def 14A
|
|
000-26734
|
|
Annex A
|
|
4/25/2011
|
|
|
10.2
|
|
The Registrant’s Amended and Restated 2005 Employee Stock Purchase Plan and Amended and Restated 2005 International Employee Stock Purchase Plan.†
|
|
Def 14A
|
|
000-26734
|
|
Annex B
|
|
4/28/2014
|
|
|
10.3
|
|
2005 Incentive Plan - Form of Notice of Grant of Stock Option.†
|
|
8-K
|
|
000-26734
|
|
10.2
|
|
6/3/2005
|
|
|
10.4
|
|
2005 Incentive Plan - Form of Notice of Grant of Non-Employee Director Automatic Stock Option (Initial Grant).†
|
|
8-K
|
|
000-26734
|
|
10.3
|
|
6/3/2005
|
|
|
10.5
|
|
2005 Incentive Plan - Form of Notice of Grant of Non-Employee Director Automatic Stock Option (Annual Grant).†
|
|
8-K
|
|
000-26734
|
|
10.4
|
|
6/3/2005
|
|
|
10.6
|
|
2005 Incentive Plan - Form of Stock Option Agreement.†
|
|
8-K
|
|
000-26734
|
|
10.5
|
|
6/3/2005
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
Provided Herewith
|
10.7
|
|
2005 Incentive Plan - Form of Automatic Stock Option Agreement.†
|
|
8-K
|
|
000-26734
|
|
10.6
|
|
6/3/2005
|
|
|
10.8
|
|
2005 Incentive Plan - Form of Restricted Stock Unit Issuance Agreement.†
|
|
10-Q
|
|
000-26734
|
|
10.1
|
|
5/8/2008
|
|
|
10.9
|
|
2005 Incentive Plan - Form of Restricted Stock Unit Issuance Agreement (Director Grant).†
|
|
8-K
|
|
000-26734
|
|
10.8
|
|
6/3/2005
|
|
|
10.10
|
|
2005 Incentive Plan - Form of Restricted Stock Award Agreement.†
|
|
8-K
|
|
000-26734
|
|
10.9
|
|
6/3/2005
|
|
|
10.11
|
|
2005 Incentive Plan - Form of Restricted Stock Award Agreement (Director Grant).†
|
|
8-K
|
|
000-26734
|
|
10.10
|
|
6/3/2005
|
|
|
10.12
|
|
2005 Incentive Plan - Form of Performance Stock Unit Issuance Agreement.†
|
|
10-K
|
|
000-26734
|
|
10.40
|
|
2/25/2009
|
|
|
10.13
|
|
2005 Incentive Plan - Form of Option Agreement Amendment.†
|
|
8-K
|
|
000-26734
|
|
10.2
|
|
11/12/2008
|
|
|
10.14
|
|
The Registrant’s 2013 Incentive Plan.†
|
|
Def 14A
|
|
000-26734
|
|
Annex A
|
|
4/26/2013
|
|
|
10.15
|
|
2013 Incentive Plan - Form of Notice of Grant of Stock Option.†
|
|
10-Q
|
|
000-26734
|
|
10.2
|
|
7/30/2013
|
|
|
10.16
|
|
2013 Incentive Plan - Form of Global Stock Option Agreement.†
|
|
10-Q
|
|
000-26734
|
|
10.3
|
|
7/30/2013
|
|
|
10.17
|
|
2013 Incentive Plan - Form of Global Restricted Stock Unit Issuance Agreement.†
|
|
10-Q
|
|
000-26734
|
|
10.4
|
|
7/30/2013
|
|
|
10.18
|
|
2013 Incentive Plan - Form of Notice of Grant of Stock Option (Director Grants).†
|
|
10-Q
|
|
000-26734
|
|
10.5
|
|
7/30/2013
|
|
|
10.19
|
|
2013 Incentive Plan - Form of Stock Option Agreement (Director Grants).†
|
|
10-Q
|
|
000-26734
|
|
10.6
|
|
7/30/2013
|
|
|
10.20
|
|
2013 Incentive Plan - Form of Restricted Stock Unit Issuance Agreement (Director Grants).†
|
|
10-Q
|
|
000-26734
|
|
10.7
|
|
7/30/2013
|
|
|
10.21
|
|
Flash Alliance Master Agreement, dated as of July 7, 2006, by and among the Registrant, Toshiba Corporation and SanDisk (Ireland) Limited.±
|
|
10-Q
|
|
000-26734
|
|
10.1
|
|
11/8/2006
|
|
|
10.22
|
|
Operating Agreement of Flash Alliance, Ltd., dated as of July 7, 2006, by and between Toshiba Corporation and SanDisk (Ireland) Limited.±
|
|
10-Q
|
|
000-26734
|
|
10.2
|
|
11/8/2006
|
|
|
10.23
|
|
Transition Agreement, dated as of July 13, 2010, by and among Toshiba Corporation, the Registrant and SanDisk Flash B.V.±
|
|
10-Q
|
|
000-26734
|
|
10.2
|
|
11/12/2010
|
|
|
10.24
|
|
Form of Indemnification Agreement entered into between the Registrant and its directors and officers.
|
|
S-1
|
|
33-96298
|
|
3.2
|
|
8/29/1995
|
|
|
10.25
|
|
Form of Change of Control Executive Benefits Agreement entered into by and between the Registrant and its Named Executive Officers other than the Registrant’s CEO.†
|
|
8-K
|
|
000-26734
|
|
10.1
|
|
10/7/2010
|
|
|
10.26
|
|
Sanjay Mehrotra Offer Letter effective as of January 1, 2011.†
|
|
10-Q
|
|
000-26734
|
|
10.9
|
|
11/12/2010
|
|
|
10.27
|
|
Change of Control Executive Benefits Agreement, effective as of January 1, 2015, by and between the Registrant and Sanjay Mehrotra.†
|
|
10-K
|
|
000-26734
|
|
10.4
|
|
2/10/2015
|
|
|
10.28
|
|
Executive Severance Agreement, effective as of January 1, 2011, by and between the Registrant and Sanjay Mehrotra.†
|
|
10-Q
|
|
000-26734
|
|
10.11
|
|
11/12/2010
|
|
|
10.29
|
|
Joint Venture Restructure Agreement, dated as of January 29, 2009, by and among the Registrant, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, Toshiba Corporation, Flash Partners Limited, and Flash Alliance Limited.±
|
|
10-Q
|
|
000-26734
|
|
10.1
|
|
5/7/2009
|
|
|
10.30
|
|
Pliant Technology, Inc. 2007 Stock Plan.†
|
|
S-8
|
|
333-174633
|
|
4.1
|
|
6/1/2011
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
Provided Herewith
|
10.31
|
|
Form of the Registrant’s Clawback Policy Acknowledgement.†
|
|
8-K
|
|
000-26734
|
|
10.1
|
|
9/9/2011
|
|
|
10.32
|
|
FlashSoft Corporation Amended and Restated 2011 Equity Plan. †
|
|
S-8
|
|
333-179644
|
|
4.3
|
|
2/23/2012
|
|
|
10.33
|
|
SMART Storage Systems (Global Holdings), Inc. 2011 Share Incentive Plan†
|
|
S-8
|
|
333-191804
|
|
4.3
|
|
10/18/2013
|
|
|
10.34
|
|
Consultant Services Agreement, dated May 7, 2014, between the Registrant and Dr. Chenming Hu.
|
|
10-Q
|
|
000-26734
|
|
10.1
|
|
7/31/2014
|
|
|
10.35
|
|
Fusion-io, Inc. 2008 Stock Incentive Plan and related documents.†
|
|
S-8
|
|
333-197581
|
|
4.3
|
|
7/23/2014
|
|
|
10.36
|
|
Fusion-io, Inc. 2011 Equity Incentive Plan and related documents.†
|
|
S-8
|
|
333-197581
|
|
4.5
|
|
7/23/2014
|
|
|
10.37
|
|
New Y2 Facility Agreement, dated October 20, 2015, by and among the Registrant, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, SanDisk Flash B.V., Toshiba Corporation, Flash Partners Limited, Flash Alliance Limited and Flash Forward Limited.±
|
|
10-K
|
|
000-26734
|
|
10.37
|
|
2/12/2016
|
|
|
12.1
|
|
Computation of ratio of earnings to fixed charges.
|
|
10-K
|
|
000-26734
|
|
12.1
|
|
2/12/2016
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
10-K
|
|
000-26734
|
|
21.1
|
|
2/12/2016
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
10-K
|
|
000-26734
|
|
23.1
|
|
2/12/2016
|
|
|
24.1
|
|
Power of Attorney (included on the Signatures page of the Annual Report on Form 10-K).
|
|
10-K
|
|
000-26734
|
|
|
|
2/12/2016
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
x
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
x
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
10-K
|
|
000-26734
|
|
32.1
|
|
2/12/2016
|
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
10-K
|
|
000-26734
|
|
32.2
|
|
2/12/2016
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
10-K
|
|
000-26734
|
|
101.INS
|
|
2/12/2016
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
10-K
|
|
000-26734
|
|
101.SCH
|
|
2/12/2016
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
10-K
|
|
000-26734
|
|
101.CAL
|
|
2/12/2016
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
10-K
|
|
000-26734
|
|
101.DEF
|
|
2/12/2016
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
10-K
|
|
000-26734
|
|
101.LAB
|
|
2/12/2016
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
10-K
|
|
000-26734
|
|
101.PRE
|
|
2/12/2016
|
|
|
|
|
#
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the Securities and Exchange Commission.
|
†
|
Indicates management contract or compensatory plan or arrangement.
|
±
|
Pursuant to a request for confidential treatment, certain portions of this exhibit have been redacted from the publicly filed document and have been furnished separately to the Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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