SanDisk 2005 Annual Report Download - page 70

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Proxy StatementProxy Statement
APPENDIX
The following definitions shall be in effect under the Plan:
A. Annual Meeting shall mean the annual meeting of the Corporation's stockholders.
B. Automatic Grant Program shall mean the automatic option grant program in effect under
Article Four of the Plan.
C. Board shall mean the Corporation's Board of Directors.
D. Change in Control shall mean a change in ownership or control of the Corporation effected
through any of the following transactions:
(i) a merger, consolidation or other reorganization approved by the Corporation's stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially owned
the Corporation's outstanding voting securities immediately prior to such transaction,
(ii) a stockholder-approved sale, transfer or other disposition (including in whole or in part
through one or more licensing arrangements) of all or substantially all of the Corporation's assets, or
(iii) the closing of any transaction or series of related transactions pursuant to which any
person or any group of persons comprising a ""group'' within the meaning of Rule 13d-5(b)(1) of the
1934 Act (other than the Corporation or a person that, prior to such transaction or series of related
transactions, directly or indirectly controls, is controlled by or is under common control with, the
Corporation) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3
of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing)
more than fifty percent (50%) of the total combined voting power of the Corporation's securities (as
measured in terms of the power to vote with respect to the election of Board members) outstanding
immediately after the consummation of such transaction or series of related transactions, whether
such transaction involves a direct issuance from the Corporation or the acquisition of outstanding
securities held by one or more of the Corporation's existing stockholders.
E. Code shall mean the Internal Revenue Code of 1986, as amended.
F. Common Stock shall mean the Corporation's common stock.
G. Compensation Committee shall mean the Compensation Committee of the Board comprised of
two (2) or more non-employee Board members.
H. Corporation shall mean SanDisk Corporation, a Delaware corporation, and any corporate
successor to all or substantially all of the assets or voting stock of SanDisk Corporation which has by
appropriate action assumed the Plan.
I. Discretionary Grant Program shall mean the discretionary grant program in effect under
Article Two of the Plan pursuant to which stock options and stock appreciation rights may be granted to
one or more eligible individuals.
J. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or
Subsidiary, whether now existing or subsequently established), subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of performance.
K. Exercise Date shall mean the date on which the Corporation shall have received written notice of
the option exercise.
A-21