SanDisk 2010 Annual Report Download - page 128

Notwithstanding the foregoing, the Plan Administrator may include other individuals as Eligible Employees or
exclude certain individuals from being considered Eligible Employees as it deems appropriate based on the laws
of the applicable jurisdiction, any collective bargaining agreements or otherwise.
I. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:
(i) If the Common Stock is at the time traded on the NASDAQ National Market, then the Fair Market
Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e.,
before after- hours trading begins) on the NASDAQ National Market on the date in question, as such price
is reported by the National Association of Securities Dealers. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall
be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before
after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding
date for which such quotation exists.
J. 1933 Act shall mean the Securities Act of 1933, as amended.
K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
L. Participant shall mean any Eligible Employee of a Participating Corporation who is actively
participating in the Plan.
M. Participating Corporation shall mean such Corporate Affiliates as may be authorized from time to time
by the Board to extend the benefits of the Plan to their Eligible Employees. The Participating Corporations in the
Plan are listed in attached Schedule A.
N. Plan shall mean the Corporation’s International Employee Stock Purchase Plan, as set forth in this
document.
O. Plan Administrator shall mean the Compensation Committee of the Board.
P. Purchase Date shall mean the last business day of each Purchase Interval.
Q. Purchase Interval shall mean each six (6)-month period coincident with a particular offering period at
the end of which there shall be purchased shares of Common Stock on behalf of each Participant.
R. Stock Exchange shall mean either the New York Stock Exchange or the American Stock Exchange.
S. U.S. Plan shall mean the Corporation’s 2005 Employee Stock Purchase Plan.
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