SanDisk 2012 Annual Report Download - page 101

Proxy Statement
VIII. UNFUNDED STATUS OF AWARDS
The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an award, nothing contained in the Plan or any agreement covering an
award shall give the Participant any rights that are greater than those of a general creditor of the Corporation.
IX. NO EMPLOYMENT/SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are
hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without
cause.
APPENDIX
The following definitions shall be in effect under the Plan:
A. Annual Meeting shall mean the annual meeting of the Corporation’s stockholders.
B. Board shall mean the Corporation’s Board of Directors.
C. Change in Control shall mean a change in ownership or control of the Corporation effected through any
of the following transactions:
(i) the consummation of a merger, consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities representing more than fifty percent (50%) of the total combined voting
power of the voting securities of the successor corporation or any parent thereof are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who
beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction,
(ii) a stockholder-approved sale, transfer or other disposition (including in whole or in part through one
or more licensing arrangements) of all or substantially all of the Corporation’s assets, or
(iii) the closing of any transaction or series of related transactions pursuant to which any person or any
group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than
the Corporation or a person that, prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the Corporation) becomes directly or
indirectly the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
(or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total
combined voting power of the Corporation’s securities (as measured in terms of the power to vote with
respect to the election of Board members) outstanding immediately after the consummation of such
transaction or series of related transactions, whether such transaction involves a direct issuance from the
Corporation or the acquisition of outstanding securities held by one or more of the Corporation’s existing
stockholders.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any
award which provides for the deferral of compensation that is subject to Section 409A of the Code, to the
extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction
or event described in subsection (i) or (ii) with respect to such award shall only constitute a Change in
Control for purposes of the payment timing of such award if such transaction also constitutes a “change in
control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). Consistent with the terms of this
Plan, the Plan Administrator shall have full and final authority to determine conclusively whether a Change
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