SanDisk 2010 Annual Report Download - page 121

Proxy Statement
D. The payroll deductions credited to each Participant’s book account during each Purchase Interval shall be
converted into U.S. Dollars on the Purchase Date for that Purchase Interval on the basis of the exchange rate in
effect on such date. The Plan Administrator shall have the absolute discretion to determine the applicable
exchange rate to be in effect for each Purchase Date by any reasonable method (including, without limitation, the
exchange rate actually used by the Corporation for its intra-company financial transactions for the month of such
transfer). Any changes or fluctuations in the exchange rate at which the payroll deductions collected on the
Participant’s behalf are converted into U.S. Dollars on each Purchase Date shall be borne solely by the
Participant.
E. Payroll deductions shall automatically cease upon the termination of the Participant’s purchase right in
accordance with the provisions of the Plan.
F. Payroll deductions shall be the sole means of payment of the purchase price of the shares of Common
stock to be acquired under the Plan, except in jurisdictions where payroll deductions are not permitted, in which
case the Plan Administrator may authorize alternate payment methods.
G. The Participant’s acquisition of Common Stock under the Plan on any Purchase Date shall neither limit
nor require the Participant’s acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.
VII. PURCHASE RIGHTS
A. Grant of Purchase Rights. A Participant shall be granted a separate purchase right for each offering
period in which he or she is enrolled. The purchase right shall be granted on the start date of the offering period
and shall provide the Participant with the right to purchase shares of Common Stock, in one or more installments
during that offering period, upon the terms set forth below. The Participant shall execute a stock purchase
agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such
individual would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold
outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Corporation or any Corporate Affiliate.
B. Exercise of the Purchase Right. Each purchase right shall be automatically exercised on each
successive Purchase Date within the offering period, and shares of Common Stock shall accordingly be
purchased on behalf of each Participant on each such Purchase Date. The purchase shall be effected by applying
the Participant’s payroll deductions for the Purchase Interval ending on such Purchase Date to the purchase of
whole shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date.
C. Purchase Price. The purchase price per share at which Common Stock will be purchased on the
Participant’s behalf on each Purchase Date within the particular offering period in which he or she is enrolled
shall be determined by the Plan Administrator at the start of each offering period and shall not be less than
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Common Stock on the
Participant’s Entry Date into that offering period or (ii) the Fair Market Value per share of Common Stock on
that Purchase Date.
D. Number of Purchasable Shares. The number of shares of Common Stock purchasable by a Participant
on each Purchase Date during the particular offering period in which he or she is enrolled shall be the number of
whole shares obtained by dividing the amount collected from the Participant through payroll deductions (as
converted into U.S. Dollars) during the Purchase Interval ending with that Purchase Date by the purchase price in
effect for the Participant for that Purchase Date. However, the maximum number of shares of Common Stock
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