SanDisk 2010 Annual Report Download - page 87

Proxy Statement
B. The Plan Administrator shall have full authority to determine, (i) with respect to the grant of options or
stock appreciation rights under the Discretionary Grant Program, which eligible persons are to receive such
grants, the time or times when those grants are to be made, the number of shares to be covered by each such
grant, the time or times when the grant is to become exercisable, the vesting schedule (if any) applicable to the
granted option or stock appreciation right, the maximum term for which such option or stock appreciation right is
to remain outstanding and the status of a granted option as either an Incentive Option or a Non-Statutory Option
and (ii) with respect to stock issuances, other stock-based awards or cash bonus opportunities under the Stock
Issuance and Cash Bonus Program, which eligible persons are to receive such issuances, awards or opportunities,
the time or times when the issuances, awards or opportunities are to be made, the number of shares subject to
each such issuance, award or opportunity, the vesting and issuance schedules applicable to the shares which are
the subject of such issuance or award, the consideration for those shares and the performance criteria and other
terms with respect to such cash bonus opportunities.
C. The Plan Administrator shall have the absolute discretion either to grant options or stock appreciation
rights in accordance with the Discretionary Grant Program or to effect stock issuances, other stock-based awards
and bonus opportunities in accordance with the Stock Issuance and Cash Bonus Program.
D. The individuals who shall be eligible to participate in the Automatic Grant Program shall be limited to
(i) those individuals who first become non-employee Board members on or after the Plan Effective Date, whether
through appointment by the Board or election by the Corporation’s stockholders, and (ii) those individuals who
continue to serve as non-employee Board members on or after the Plan Effective Date. A non-employee Board
member who has previously been in the employ of the Corporation (or any Parent or Subsidiary) shall not be
eligible to receive a grant under the Automatic Grant Program at the time he or she first becomes a non-employee
Board member, but shall be eligible to receive periodic grants under the Automatic Grant Program while he or
she continues to serve as a non-employee Board member.
V. STOCK SUBJECT TO THE PLAN; ANNUAL CASH LIMITATION
A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall be limited to thirty-four million seven
hundred thousand (34,700,000) shares. The Plan shall serve as the successor to the two Predecessor Plans, and no
further stock option grants shall be made under those Predecessor Plans on or after the Plan Effective Date.
However, all options outstanding under the Predecessor Plans on the Plan Effective Date shall continue in full
force and effect in accordance with their terms, and no provision of this Plan shall be deemed to affect or
otherwise modify the rights or obligations of the holders of those options with respect to their acquisition of
shares of Common Stock thereunder. To the extent any options outstanding under the Predecessor Plans on the
Plan Effective Date expire or terminate unexercised, the number of shares of Common Stock subject to those
expired or terminated options at the time of expiration or termination shall be added to the share reserve under
this Plan and shall accordingly be available for issuance hereunder, up to a maximum of an additional ten million
(10,000,000) shares.
B. Notwithstanding the foregoing, the maximum number of shares of Common Stock which may be issued
without cash consideration pursuant to the Stock Issuance and Cash Bonus Program shall not exceed twenty five
percent (25%) of the total number of shares of Common Stock from time to time authorized for issuance under
the Plan, including (without limitation): (i) any shares added to the Plan reserve by reason of the expiration or
termination of outstanding options under the Predecessor Plans prior to exercise, (ii) any increases to the Plan
reserve from time to time approved by the Corporation’s stockholders and (iii) any adjustments to the authorized
share reserve effected in accordance with Section V.E. of this Article One.
C. No one person participating in the Plan may receive stock options, stand-alone stock appreciation rights,
direct stock issuances (whether vested or unvested) or other stock-based awards (whether in the form of restricted
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