SanDisk 2010 Annual Report Download - page 114

VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right
outstanding under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued
under other employee stock purchase plans (within the meaning of Code Section 423)) of the Corporation or any
Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand
Dollars ($25,000.00) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the
Fair Market Value per share on the date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.
B. For purposes of applying such accrual limitations to the purchase rights granted under the Plan, the
following provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding purchase right shall accrue in a series of
installments on each successive Purchase Date during the offering period in which such right remains
outstanding.
(ii) No right to acquire Common Stock under any outstanding purchase right shall accrue to the extent
the Participant has already accrued in the same calendar year the right to acquire Common Stock under one
or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000.00) worth of
Common Stock (determined on the basis of the Fair Market Value per share on the date or dates of grant)
for each calendar year such rights were at any time outstanding.
C. If by reason of such accrual limitations, any purchase right of a Participant does not accrue for a
particular Purchase Interval, then the payroll deductions that the Participant made during that Purchase Interval
with respect to such purchase right shall be refunded as soon as administratively practicable.
D. In the event there is any conflict between the provisions of this Article and one or more provisions of the
Plan or any instrument issued thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on March 24, 2005 but shall not become effective unless and until
(i) the Plan shall have been approved by the stockholders of the Corporation at the 2005 Annual Meeting and
(ii) the Corporation shall have complied with all applicable requirements of the 1933 Act (including the
registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed
with the Securities and Exchange Commission), all applicable listing requirements of any stock exchange (or the
Nasdaq National Market, if applicable) on which the Common Stock is listed for trading and all other applicable
requirements established by law or regulation.
B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the last business
day in July 2015, (ii) the date on which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are exercised in
connection with a Change in Control. No further purchase rights shall be granted or exercised, and no further
payroll deductions shall be collected, under the Plan following such termination.
X. AMENDMENT OF THE PLAN
A. The Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately
following the close of any Purchase Interval. In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation’s stockholders: (i) increase the number of shares
of Common Stock issuable in the aggregate under the Plan and the International Plan, except for permissible
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