SanDisk 2010 Annual Report Download - page 94

option been exercised immediately prior to such Change in Control. Appropriate adjustments to reflect such
Change in Control shall also be made to (i) the exercise price payable per share under each outstanding option,
provided the aggregate exercise price payable for such securities shall remain the same, (ii) the maximum
number and/or class of securities available for issuance over the remaining term of the Plan (iii) the maximum
number and/or class of securities by which the share reserve under this Plan may be increased by reason of the
expiration or termination of unexercised options under the Predecessor Plans, (iv) the maximum number and/or
class of securities which may be issued without cash consideration under the Stock Issuance and Cash Bonus
Program and (v) the maximum number and/or class of securities for which any one person may be granted stock
options, stand-alone stock appreciation rights, direct stock issuances and other stock-based awards under the Plan
per calendar year. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Change in Control, the successor corporation
may, in connection with the assumption or continuation of the outstanding options under the Discretionary Grant
Program, substitute one or more shares of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control transaction.
E. The Plan Administrator shall have the discretionary authority to structure one or more outstanding
options or stock appreciation rights under the Discretionary Grant Program so that those options or stock
appreciation rights shall, immediately prior to the effective date of a Change in Control, become exercisable as to
all the shares of Common Stock at the time subject to those options or stock appreciation rights and may be
exercised as to any or all of those shares as fully vested shares of Common Stock, whether or not those options or
stock appreciation rights are to be assumed in the Change in Control transaction or otherwise continued in effect.
In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the
Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall immediately
terminate upon the consummation of the Change in Control transaction, and the shares subject to those
terminated rights shall thereupon vest in full.
F. The Plan Administrator shall have full power and authority to structure one or more outstanding options
or stock appreciation rights under the Discretionary Grant Program so that those options or stock appreciation
rights shall become exercisable as to all the shares of Common Stock at the time subject to those options or stock
appreciation rights in the event the Optionee’s Service is subsequently terminated by reason of an Involuntary
Termination within a designated period following the effective date of any Change in Control transaction in
which those options or stock appreciation rights do not otherwise fully accelerate. In addition, the Plan
Administrator may structure one or more of the Corporation’s repurchase rights so that those rights shall
immediately terminate with respect to any shares held by the Optionee at the time of such Involuntary
Termination, and the shares subject to those terminated repurchase rights shall accordingly vest in full at that
time.
G. The Plan Administrator shall have the discretionary authority to structure one or more outstanding
options or stock appreciation rights under the Discretionary Grant Program so that those options or stock
appreciation rights shall, immediately prior to the effective date of a Hostile Take-Over, become exercisable as to
all the shares of Common Stock at the time subject to those options or stock appreciation rights and may be
exercised as to any or all of those shares as fully vested shares of Common Stock. In addition, the Plan
Administrator shall have the discretionary authority to structure one or more of the Corporation’s repurchase
rights under the Discretionary Grant Program so that those rights shall terminate automatically upon the
consummation of such Hostile Take-Over, and the shares subject to those terminated rights shall thereupon vest
in full. Alternatively, the Plan Administrator may condition the automatic acceleration of one or more
outstanding options or stock appreciation rights under the Discretionary Grant Program and the termination of
one or more of the Corporation’s outstanding repurchase rights under such program upon the subsequent
termination of the Optionee’s Service by reason of an Involuntary Termination within a designated period
following the effective date of such Hostile Take-Over.
A-10