SanDisk 2010 Annual Report Download - page 47

Proxy Statement
Purchase Price
The formula for determining the purchase price of Common Stock acquired on each purchase date is fixed
by the Compensation Committee at the start of the offering period and is not less than eighty-five percent of the
lower of (i) the fair market value per share of Common Stock on the start date of the offering period or (ii) the
fair market value on the last day of the offering period.
The fair market value per share of Common Stock on any particular date under the 2005 Purchase Plans will
be deemed to be equal to the closing selling price per share on such date on NASDAQ. On February 25, 2011 the
fair market value per shares of Common Stock determined on such basis was $50.18.
Special Limitations
The 2005 Purchase Plans imposes certain limitations upon a participant’s rights to acquire Common Stock,
including the following limitations:
• Purchase rights granted to a participant may not permit such individual to purchase more than $25,000
worth of Common Stock (valued at the time each purchase right is granted) for each calendar year
those purchase rights are outstanding at any time.
• Purchase rights may not be granted to any individual if such individual would, immediately after the
grant, own 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 the Company’s outstanding
stock or the outstanding stock of any of the Company’s affiliates.
• No participant may purchase more than 1,500 shares of Common Stock on any one purchase date.
The Compensation Committee has the discretionary authority to increase or decrease the per participant
purchase limitation as of the start date of any new offering period under the 2005 Purchase Plans, with the new
limit to be in effect for that offering period and each subsequent offering period until the Compensation
Committee establishes new limitations.
Termination of Purchase Rights
A participant may withdraw from the 2005 Purchase Plans at any time prior to the last business day of the
purchase interval, and his or her accumulated payroll deductions for that interval will, at the participant’s
election, either be applied to the purchase of shares on the next scheduled six-month purchase date or be
refunded.
A participant’s purchase right will immediately terminate upon his or her cessation of employment or loss of
eligible employee status. Any payroll deductions which the participant may have made for the purchase interval
in which such cessation of employment or loss of eligibility occurs will be refunded and will not be applied to the
purchase of Common Stock.
Stockholder Rights
No participant will have any stockholder rights with respect to the shares covered by his or her purchase
rights until the shares are actually purchased on the participant’s behalf and the participant has become a holder
of record of the purchased shares. No adjustment will be made for dividends, distributions or other rights for
which the record date is prior to the date of such purchase.
Assignability
No purchase rights are assignable or transferable by the participant, and the purchase rights will be
exercisable only by the participant.
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