SanDisk 2010 Annual Report Download - page 95

Proxy Statement
H. The portion of any Incentive Option accelerated in connection with a Change in Control or Hostile Take-
Over shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand
Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-statutory Option under the Federal tax laws.
V. PROHIBITION ON REPRICING PROGRAMS
The Plan Administrator shall not (i) implement any cancellation/regrant program pursuant to which
outstanding options or stock appreciation rights under the Plan are cancelled and new options or stock
appreciation rights are granted in replacement with a lower exercise price per share, (ii) cancel outstanding
options or stock appreciation rights under the Plan with exercise prices per share in excess of the then current
Fair Market Value per share of Common Stock for consideration payable in equity securities of the Corporation
or (iii) otherwise directly reduce the exercise price in effect for outstanding options or stock appreciation rights
under the Plan, without in each such instance obtaining stockholder approval.
ARTICLE THREE
STOCK ISSUANCE AND CASH BONUS PROGRAM
I. STOCK ISSUANCE AND CASH BONUS TERMS
Shares of Common Stock may be issued under the Stock Issuance and Cash Bonus Program, either as vested
or unvested shares, through direct and immediate issuances without any intervening option grants. Each such
stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified
below. Shares of Common Stock may also be issued under the Stock Issuance and Cash Bonus Program pursuant
to share right awards or restricted stock units which entitle the recipients to receive the shares underlying those
awards or units upon the attainment of designated performance goals or the satisfaction of specified Service
requirements or upon the expiration of a designated time period following the vesting of those awards or units.
The grant, vesting or payment of cash awards under the Stock Issuance and Cash Bonus Program may
depend on the degree of achievement of one or more performance goals relative to a pre-established targeted
level or levels using one or more of the criteria set forth in Section I.B.2. of this Article Three.
The maximum number of shares of Common Stock which may be issued without cash consideration under
the Stock Issuance and Cash Bonus Program (whether as direct stock issuances or pursuant to restricted stock
units or other share-right awards) may 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 Article One.
A. Issue Price.
1. The issue price per share shall be fixed by the Plan Administrator, but shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the issuance date.
2. Shares of Common Stock may be issued under the Stock Issuance and Cash Bonus Program for any
of the following items of consideration which the Plan Administrator may deem appropriate in each
individual instance:
(i) cash or check made payable to the Corporation,
(ii) past services rendered to the Corporation (or any Parent or Subsidiary); or
(iii) any other valid consideration under the Delaware General Corporation Law.
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