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Technology Stocks : WDC/Sandisk Corporation -- Ignore unavailable to you. Want to Upgrade?

To: Artslaw who wrote (5221)	3/31/1999 1:34:00 PM
From: Art Bechhoefer	Read Replies (1) \| Respond to of 60323

Ausdauer and Thread: Re SNDK Stock Options for Directors I checked out the EDGAR filing. The option plan is a lot better for shareholders than the plans many other companies offer. The options in the main are offered at 100 percent of fair market value. The total dilution of shares is maximum 600,000, which doesn't really affect the market price. This option plan is better than most for technology companies, particularly newer companies, because it provides incentive compensation that is more in the interest of shareholders than higher salaries or compensation for attending board meetings. In other words, it provides monetary incentives without doing much to dilute the shares, and minimizes the burden on earnings. It will only work if the share price increases substantially in the next two years. The thing to worry about is if we see any insider selling by board members, or if we see an amendment to reduce the cost of the options from, say 100 percent of market value, to 50 percent. That would result in reductions in earnings equal to the amount of subsidy below market value. In short, the plan looks OK. Art