SanDisk 2010 Annual Report Download - page 102

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 awards in connection
with a Change in Control. Should the Plan terminate on March 15, 2015, then all option grants, stock
appreciation rights, unvested stock issuances, restricted stock units and other share right awards outstanding at
that time shall continue to have force and effect in accordance with the provisions of the documents evidencing
such grants, issuances or awards.
D. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Plan
Administrator’s authority to grant new awards under the Stock Issuance and Cash Bonus Program that are
intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code shall
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