SanDisk 2010 Annual Report Download - page 86

B. Members of the Compensation Committee, any Secondary Board Committee and any Secondary
Executive Committee shall serve for such period of time as the Board may determine and may be removed by the
Board at any time. The Board may at any time terminate the functions of any Secondary Board Committee or
Secondary Executive Committee and reassume all powers and authority previously delegated to either or both of
such committees.
C. Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full
power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Discretionary Grant Program and Stock Issuance and Cash Bonus
Program and to make such determinations under, and issue such interpretations of, the provisions of those
programs and any outstanding options, stock appreciation rights, stock issuances, other stock-based awards or
cash bonus opportunities thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator
within the scope of its administrative functions under the Plan shall be final and binding on all parties who have
an interest in the Discretionary Grant Program and Stock Issuance and Cash Bonus Program under its jurisdiction
or any stock option, stock appreciation right, stock issuance or other award thereunder. Notwithstanding the
foregoing or anything to the contrary in this Plan, Option grants by any Secondary Executive Committee shall
conform to the limitations established by the Board pursuant to Section 157(c) of the Delaware General
Corporation Law.
D. Service as a Plan Administrator by the members of the Compensation Committee shall constitute service
as Board members, and the members of each such committee shall accordingly be entitled to full indemnification
and reimbursement as Board members for their service on such committee. No member of the Compensation
Committee, any Secondary Board Committee or any Secondary Executive Committee shall be liable for any act
or omission made in good faith with respect to the Plan or any option grant, stock appreciation right, stock
issuance or other award under the Plan.
E. Administration of the Automatic Grant Program shall be self-executing in accordance with the terms of
that program, and no Plan Administrator shall exercise any discretionary functions with respect to any option
grants or stock issuances made under that program, except that the Compensation Committee shall have the
express authority to establish from time to time the specific number of shares to be subject to the initial and
annual grants made to the non-employee Board members under such program.
F. Awards to Employees who are “covered employees” under Section 162(m) of the Code of (i) options or
stock appreciation rights, or (ii) shares or cash subject to the achievement of pre-established criteria as described
in Section I.B.2 of Article Three of the Stock Issuance and Cash Bonus Program, shall be deemed to be intended
as performance-based compensation within the meaning of Section 162(m) of the Code unless the Compensation
Committee provides otherwise at the time such an award is granted.
IV. ELIGIBILITY
A. The persons eligible to participate in the Discretionary Grant Program and Stock Issuance and Cash
Bonus Program are as follows:
(i) Employees,
(ii) non-employee members of the Board or the board of directors of any Parent or Subsidiary, and
(iii) consultants and other independent advisors who provide services to the Corporation (or any Parent
or Subsidiary).
Notwithstanding the foregoing, only Employees are eligible to receive awards intended to constitute
performance-based compensation under Code Section 162(m).
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