SanDisk 2010 Annual Report Download - page 124

below, the deposited shares may not be transferred (either electronically or in certificate form) from the ESPP
Broker Account until the end of the two (2)-year period measured from the Participant’s Entry Date into the
offering period in which the shares were purchased.
Such limitation shall apply both to transfers to different accounts with the same ESPP broker and to
transfers to other brokerage firms. Any shares held for the required holding period may be transferred (either
electronically or in certificate form) to other accounts or to other brokerage firms.
The foregoing procedures shall not in any way limit when the Participant may sell his or her shares.
Those procedures are designed solely to assure that any sale of shares prior to the satisfaction of the required
holding period is made through the ESPP Broker Account. In addition, the Participant may request a stock
certificate or share transfer from his or her ESPP Broker Account prior to the satisfaction of the required holding
period should the Participant wish to make a gift of any shares held in that account. However, shares may not be
transferred (either electronically or in certificate form) from the ESPP Broker Account for use as collateral for a
loan, unless those shares have been held for the required holding period.
The foregoing procedures shall apply to all shares purchased by the Participant under the Plan, whether or
not the Participant continues in Employee status.
M. Assignability. The purchase right shall be exercisable only by the Participant and shall not be assignable
or transferable by the Participant.
N. Stockholder Rights. A Participant shall have no stockholder rights with respect to the shares subject to
his or her outstanding purchase right until the shares are purchased on the Participant’s behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of the purchased shares.
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.
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