SanDisk 2005 Annual Report Download - page 59

the option or stock appreciation right is not otherwise at that time exercisable and provides for subsequent
payout of that spread in accordance with the same exercise/vesting schedule applicable to those shares or
(iii) the acceleration of such option or stock appreciation right is subject to other limitations imposed by the
Plan Administrator.
B. All outstanding repurchase rights under the Discretionary Grant Program shall automatically
terminate, and the shares of Common Stock subject to those terminated rights shall immediately vest in full,
in the event of a Change in Control, except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the
terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator.
C. Immediately following the consummation of the Change in Control, all outstanding options or stock
appreciation rights under the Discretionary Grant Program shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and
effect pursuant to the terms of the Change in Control transaction.
D. Each option which is assumed in connection with a Change in Control or otherwise continued in
effect shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and
class of securities which would have been issuable to the Optionee in consummation of such Change in
Control had the option been exercised immediately prior to such Change in Control. Appropriate adjustments
to reflect such Change in Control shall also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such securities shall remain the same,
(ii) the maximum number and/or class of securities available for issuance over the remaining term of the Plan
(iii) the maximum number and/or class of securities by which the share reserve under this Plan may be
increased by reason of the expiration or termination of unexercised options under the Predecessor Plans,
(iv) the maximum number and/or class of securities which may be issued without cash consideration under
the Stock Issuance and Cash Bonus Program and (v) the maximum number and/or class of securities for
which any one person may be granted stock options, stand-alone stock appreciation rights, direct stock
issuances and other stock-based awards under the Plan per calendar year. To the extent the actual holders of
the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor corporation may, in connection with the assumption or
continuation of the outstanding options under the Discretionary Grant Program, substitute one or more shares
of its own common stock with a fair market value equivalent to the cash consideration paid per share of
Common Stock in such Change in Control transaction.
E. The Plan Administrator shall have the discretionary authority to structure one or more outstanding
options or stock appreciation rights under the Discretionary Grant Program so that those options or stock
appreciation rights shall, immediately prior to the effective date of a Change in Control, become exercisable as
to all the shares of Common Stock at the time subject to those options or stock appreciation rights and may be
exercised as to any or all of those shares as fully vested shares of Common Stock, whether or not those options
or stock appreciation rights are to be assumed in the Change in Control transaction or otherwise continued in
effect. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of
the Corporation's repurchase rights under the Discretionary Grant Program so that those rights shall
immediately terminate upon the consummation of the Change in Control transaction, and the shares subject
to those terminated rights shall thereupon vest in full.
F. The Plan Administrator shall have full power and authority to structure one or more outstanding
options or stock appreciation rights under the Discretionary Grant Program so that those options or stock
appreciation rights shall become exercisable as to all the shares of Common Stock at the time subject to those
options or stock appreciation rights in the event the Optionee's Service is subsequently terminated by reason of
an Involuntary Termination within a designated period following the effective date of any Change in Control
transaction in which those options or stock appreciation rights do not otherwise fully accelerate. In addition,
the Plan Administrator may structure one or more of the Corporation's repurchase rights so that those rights
shall immediately terminate with respect to any shares held by the Optionee at the time of such Involuntary
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