SanDisk 2012 Annual Report Download - page 95

Proxy Statement
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.
A. Issue Price.
1. The issue price per share, if any, shall be fixed by the Plan Administrator.
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.
B. Vesting Provisions.
1. Shares of Common Stock issued under the Stock Issuance and Cash Bonus Program may, in the
discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or
more installments over the Participant’s period of Service or upon the attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock issued
under the Stock Issuance and Cash Bonus Program shall be determined by the Plan Administrator and
incorporated into the Stock Issuance Agreement. 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, including (without limitation) a
deferred distribution date following the termination of the Participant’s Service.
2. The Plan Administrator shall also have the discretionary authority, consistent with Code
Section 162(m), to structure one or more stock issuances, or restricted stock unit or share right awards or
cash bonus awards so that the shares of Common Stock or cash subject to those issuances or awards shall
vest (or vest and become issuable or payable) upon the achievement of certain pre-established corporate
performance goals based on one or more of the following criteria: (1) return on total stockholder equity;
(2) earnings per share; (3) net income or operating income; (4) earnings before interest, taxes, depreciation
and amortization; (5)gross margin or operating margin; (6) sales, revenue or invoice targets; (7) return on
assets, capital or investment; (8) cash flow; (9) market share; (10) penetration in or entry into specific
channels or markets; (11) cost reduction goals; (12) budget comparisons; (13) measures of customer
satisfaction; (14) measures of inventory turns or inventory weeks of supply; (15) new product developments
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