SanDisk 2010 Annual Report Download - page 46

For purposes of the foregoing limits, the shares issued under one plan will reduce, on a one-for-one basis,
the number of shares of Common Stock available for issuance under the other plan. The shares issuable under the
2005 Purchase Plans may be made available from authorized but unissued shares of Common Stock or from
shares of Common Stock repurchased by the Company, including shares repurchased on the open market.
In the event that any change is made to the Company’s outstanding Common Stock (whether by reason of
any recapitalization, stock dividend, stock split, exchange or combination of shares spin off or other change in
corporate structure effected without the Company’s receipt of consideration), appropriate adjustments will be
made to (i) the maximum number and class of securities issuable in the aggregate under the 2005 Purchase Plans,
(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.
Such adjustments will be designed to preclude any dilution or enlargement of benefits under the 2005 Purchase
Plans or the outstanding purchase rights thereunder.
Offering Periods and Purchase Rights
Shares of Common Stock are currently offered under the 2005 Purchase Plans through a series of offering
periods. The duration of each offering period is fixed by the Compensation Committee prior to its start date, but
no offering period will have a duration in excess of six months.
At the time a participant joins the offering period, he or she is granted a purchase right to acquire shares of
Common Stock on the last day of each purchase interval within that offering period. All payroll deductions
collected from the participant for each purchase interval will be automatically applied to the purchase of
Common Stock at the end of that purchase interval, subject to certain limitations summarized below in the
section entitled “Special Limitations.”
Eligibility and Participation
Any individual who is employed on a basis under which he or she is regularly expected to work for more
than twenty hours per week for more than five months per calendar year in the employ of any participating parent
or subsidiary corporation (including any corporation which subsequently becomes such at any time during the
term of the Purchase Plan, if the individual is a U.S. employee, and the International Plan, if the individual is a
non-U.S. employee) is eligible to participate in the Purchase Plan, if the individual is a U.S. employee, or the
International Plan, if the individual is a non-U.S. employee.
Each individual who is an eligible employee on the start date of any offering period may enter that offering
period on such start date. However, an eligible employee may participate in only one offering period at a time.
As of February 25, 2011, approximately 1,299 employees, including 5 executive officers, were eligible to
participate in the Purchase Plan, and an additional 1,253 employees were eligible to participate in the
International Plan.
Payroll Deductions and Stock Purchases
Each participant may authorize periodic payroll deductions in any multiple of one percent (up to a
maximum of ten percent or such lower percentage set by the Compensation Committee) of his or her cash
earnings to be applied to the acquisition of Common Stock at six-month intervals. Accordingly, on each such
purchase date (the fourteenth day or previous business day in February and August each year), the payroll
deductions of each participant accumulated for the purchase interval ending on that purchase date will
automatically be applied to the purchase of whole shares of Common Stock at the purchase price in effect for the
participant for that purchase date.
For purposes of the 2005 Purchase Plans, the cash earnings of each participant include his or her base salary
plus all bonuses, commissions and other incentive-type payments made to such individual in cash.
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