SanDisk 2005 Annual Report Download - page 67

ARTICLE FIVE
MISCELLANEOUS
I. TAX WITHHOLDING
A. The Corporation's obligation to deliver shares of Common Stock upon the exercise of options or stock
appreciation rights or the issuance or vesting of such shares under the Plan, or to make any other payment in
respect of any award granted under the Plan, shall be subject to the satisfaction of all applicable income and
employment tax withholding requirements.
B. The Plan Administrator may, in its discretion, provide any or all holders of Non-Statutory Options,
stock appreciation rights, restricted stock units or any other share right awards pursuant to which vested shares
of Common Stock are to be issued under the Plan (other than the option grants and other stock-based awards
made under the Automatic Grant Program) and any or all Participants to whom vested or unvested shares of
Common Stock are issued in a direct issuance under the Stock Issuance and Cash Bonus Program with the
right to use shares of Common Stock in satisfaction of all or part of the Withholding Taxes to which such
holders may become subject in connection with the exercise of their options or stock appreciation rights, the
issuance to them of vested shares or the subsequent vesting of unvested shares issued to them. Such right may
be provided to any such holder in either or both of the following formats:
Stock Withholding: The election to have the Corporation withhold, from the shares of Common Stock
otherwise issuable upon the exercise of such Non-Statutory Option or stock appreciation right or upon the
issuance of fully-vested shares, a portion of those shares with an aggregate Fair Market Value equal to the
percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the holder.
The shares of Common Stock so withheld shall reduce the number of shares of Common Stock authorized for
issuance under the Plan.
Stock Delivery: The election to deliver to the Corporation, at the time the Non-Statutory Option or
stock appreciation right is exercised, the vested shares are issued or the unvested shares subsequently vest, one
or more shares of Common Stock previously acquired by such holder (other than in connection with the
exercise, share issuance or share vesting triggering the Withholding Taxes) with an aggregate Fair Market
Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%))
designated by the holder. The shares of Common Stock so delivered shall not be added to the shares of
Common Stock authorized for issuance under the Plan.
II. SHARE ESCROW/LEGENDS
Unvested shares may, in the Plan Administrator's discretion, be held in escrow by the Corporation until
the Participant's interest in such shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.
III. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan shall become effective on the Plan Effective Date.
B. The Plan shall serve as the successor to the Predecessor Plans, and no further option grants shall be
made under the Predecessor Plans if this Plan is approved by the stockholders at the 2005 Annual Meeting.
Such stockholder approval shall not affect the options outstanding under the Predecessor Plans at the time of
the 2005 Annual Meeting, and those options shall continue in full force and effect in accordance with their
terms. However, should any of those options expire or terminate unexercised, the shares of Common Stock
subject to those options at the time of expiration or termination shall be added to the share reserve of this
Plan, up to the maximum number of additional shares permissible hereunder.
C. The Plan shall terminate upon the earliest to occur of (i) March 15, 2015, (ii) the date on which all
shares available for issuance under the Plan shall have been issued as fully vested shares or (iii) the
termination of all outstanding options, stock appreciation rights, restricted stock units and other share right
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