SanDisk 2012 Annual Report Download - page 98

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).
ARTICLE FOUR
MISCELLANEOUS
I. TAX WITHHOLDING
A. The Corporation’s obligation to deliver shares of Common Stock upon the exercise of options or stock
appreciation rights or the issuance or vesting of such shares under the Plan, or to make any other payment in
respect of any award granted under the Plan, shall be subject to the satisfaction of all applicable income and
employment tax withholding requirements.
B. The Plan Administrator may, in its discretion, provide any or all holders of Non-Statutory Options, stock
appreciation rights, restricted stock units or any other share right awards pursuant to which vested shares of
Common Stock are to be issued under the Plan (other than the option grants and other share-based awards made
under the Automatic Grant Program) and any or all Participants to whom vested or unvested shares of Common
Stock are issued in a direct issuance under the Stock Issuance and Cash Bonus Program with the right to use
shares of Common Stock in satisfaction of all or part of the Withholding Taxes to which such holders may
become subject in connection with the exercise of their options or stock appreciation rights, the issuance to them
of vested shares or the subsequent vesting of unvested shares issued to them. Such right may be provided to any
such holder in either or both of the following formats:
Stock Withholding: The election to have the Corporation withhold, from the shares of Common Stock
otherwise issuable upon the exercise of such Non-Statutory Option or stock appreciation right or upon the
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