SanDisk 2010 Annual Report Download - page 98

II. CHANGE IN CONTROL/HOSTILE TAKE-OVER
A. All of the Corporation’s outstanding repurchase rights under the Stock Issuance and Cash Bonus
Program shall terminate automatically, and all the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to the extent (i) those repurchase
rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in full force
and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded
by other limitations imposed in the Stock Issuance Agreement.
B. Each outstanding restricted stock unit or share right award assumed in connection with a Change in
Control or otherwise continued in effect shall be adjusted immediately after the consummation of that Change in
Control so as to apply to the number and class of securities into which the shares of Common Stock subject to the
award immediately prior to the Change in Control would have been converted in consummation of such Change
in Control had those shares actually been outstanding at that time, and appropriate adjustments shall also be made
to the consideration (if any) payable per share thereunder, provided the aggregate amount of such consideration
shall remain the same. 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 restricted stock units or share right
awards, 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.
C. If any such restricted stock unit or share right award is not assumed or otherwise continued in effect or
replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of
the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent
payout of that value in accordance with the same vesting schedule applicable to those shares, then such unit or
award shall vest, and the shares of Common Stock subject to that unit or award shall be issued as fully-vested
shares, immediately prior to the consummation of the Change in Control.
D. The Plan Administrator shall have the discretionary authority to structure one or more unvested stock
issuances, one or more restricted stock unit or other share right awards or one or more cash bonus awards under
the Stock Issuance and Cash Bonus Program so that the shares of Common Stock or cash subject to those
issuances or awards shall automatically vest (or vest and become issuable or payable) in whole or in part
immediately upon the occurrence of a Change in Control or upon the subsequent termination of the Participant’s
Service by reason of an Involuntary Termination within a designated period following the effective date of that
Change in Control transaction.
E. The Plan Administrator shall also have the discretionary authority to structure one or more unvested
stock issuances, one or more restricted stock unit or other share right awards or one or more cash bonus awards
under the Stock Issuance and Cash Bonus Program so that the shares of Common Stock or cash subject to those
issuances or awards shall automatically vest (or vest and become issuable or payable) in whole or in part
immediately upon the occurrence of a Hostile Take-Over or upon the subsequent termination of the Participant’s
Service by reason of an Involuntary Termination within a designated period following the effective date of that
Hostile Take-Over.
F. The Plan Administrator’s authority under Paragraphs D and E of this Section II shall also extend to any
stock issuances, restricted stock units, other share right awards or cash awards intended to qualify as
performance-based compensation under Code Section 162(m), even though the automatic vesting of those
issuances, units or awards pursuant to Paragraph D or E of this Section II may result in their loss of performance-
based status under Code Section 162(m).
A-14