SanDisk 2013 Annual Report Download - page 30

PROPOSAL NO. 2
APPROVAL OF AN AMENDMENT TO EXTEND THE TERM OF THE SANDISK CORPORATION
2005 EMPLOYEE STOCK PURCHASE PLANS
General
The stockholders are being asked to approve a four-year extension of both the Company’s 2005
Amended and Restated Employee Stock Purchase Plan for the Company’s U.S. employees (the ‘‘Purchase
Plan’’) and the Company’s 2005 Amended and Restated International Employee Stock Purchase Plan for
the Company’s employees in foreign jurisdictions (the ‘‘International Plan,’’ and together with the
Purchase Plan, the ‘‘2005 Purchase Plans’’) which extensions were adopted, subject to stockholder
approval, by the Board of Directors on March 20, 2014. The proposed amendment would extend the term
of the two plans to the last business day in July 2019. The Company is not seeking any additional shares to
be subject to the 2005 Purchase Plans.
The Company believes that the 2005 Purchase Plans have played an important role in the Company’s
efforts to attract and retain employees by allowing the Company’s eligible employees and the eligible
employees of the Company’s participating subsidiaries to acquire an ownership stake in the Company.
Without the proposed amendment, the 2005 Purchase Plans would terminate on July 31, 2015. The
proposed amendment will allow the Company and its subsidiaries to continue to attract new employees
and retain existing employees, which helps the Company remain competitive in the marketplace for key
talent.
Summary Description of the 2005 Purchase Plans
The principal terms of the 2005 Purchase Plans are summarized below. The following summary is
qualified in its entirety by the full text of the 2005 Purchase Plans, which appears (as proposed to be
amended) as Annex B to this Proxy Statement and can be reviewed on the SEC’s website at
http://www.sec.gov. You may also obtain, free of charge, a copy of the 2005 Purchase Plans by writing to:
Investor Relations, c/o SanDisk Corporation, 951 SanDisk Drive, Milpitas, CA 95035.
Administration
The 2005 Purchase Plans are administered by the Compensation Committee of the Company’s Board
of Directors. Such committee, as plan administrator, has full authority to adopt administrative rules and
procedures and to interpret the provisions of the 2005 Purchase Plans.
Share Reserve
In 2005, the Company’s stockholders authorized an initial aggregate share reserve of 5,000,000 shares
of Common Stock for issuance under the 2005 Purchase Plans and, at the Annual Meeting held on June 7,
2011, the Company’s stockholders authorized an increase in the aggregate number of shares of Common
Stock reserved for issuance under the 2005 Purchase Plans by 5,000,000 shares. As of March 3, 2014, the
Company had 4,048,295 shares available for issuance under the two plans.
For purposes of the foregoing limits, the shares issued under one plan will reduce, on a one-for-one
basis, the number of shares of Common Stock available for issuance under the other plan. The shares
issuable under the 2005 Purchase Plans may be made available from authorized but unissued shares of
Common Stock or from shares of Common Stock repurchased by the Company, including shares
repurchased on the open market.
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