SanDisk 2010 Annual Report Download - page 109

Proxy Statement
ANNEX B
PROPOSED AMENDED 2005 EMPLOYEE STOCK PURCHASE PLAN
AND 2005 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
SANDISK CORPORATION
AMENDED AND RESTATED 2005 EMPLOYEE
STOCK PURCHASE PLAN
I. PURPOSE OF THE PLAN
This 2005 Employee Stock Purchase Plan is intended to promote the interests of SanDisk Corporation, a
Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in
the Corporation through participation in a payroll deduction-based employee stock purchase plan designed to
qualify under Section 423 of the Code. The Amended and Restated 2005 Employee Stock Purchase Plan reflects
amendments adopted in 2011.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to
adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be final and binding on all parties
having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common
Stock, including shares of Common Stock purchased on the open market. The number of shares of Common
Stock initially reserved for issuance over the term of the Plan and the International Plan shall be limited to
10,000,000 shares in the aggregate. Accordingly, shares of Common Stock issued under the International Plan
shall reduce, on a one-for-one basis, the number of shares of Common Stock available for issuance under this
Plan, and shares of Common Stock issued under this Plan shall reduce, on a one-for-one basis, the number of
shares of Common Stock available for issuance under the International Plan.
B. Should any change be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, spinoff or other change affecting the outstanding
Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and class of securities issuable in the aggregate under the Plan and the
International Plan, (ii) the maximum number and class of securities purchasable per Participant on any one
Purchase Date and (iii) the number and class of securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits thereunder.
IV. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan through a series of successive
offering periods until such time as (i) the maximum number of shares of Common Stock available for issuance
under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.
B-1