SanDisk 2013 Annual Report Download - page 31

In the event that any change is made to the Company’s outstanding Common Stock (whether by
reason of any recapitalization, stock dividend, stock split, exchange or combination of shares spin off or
other change in corporate structure effected without the Company’s receipt of consideration), appropriate
adjustments will be made to (i) the maximum number and class of securities issuable in the aggregate
under the 2005 Purchase Plans, (ii) the maximum number and class of securities purchasable per
participant on any one purchase date, and (iii) the number and class of securities and the price per share in
effect under each outstanding purchase right. Such adjustments will be designed to preclude any dilution
or enlargement of benefits under the 2005 Purchase Plans or the outstanding purchase rights thereunder.
Offering Periods and Purchase Rights
Shares of Common Stock are currently offered under the 2005 Purchase Plans through a series of
offering periods. The duration of each offering period is fixed by the Compensation Committee prior to its
start date, but no offering period will have a duration in excess of six months.
At the time a participant joins the offering period, he or she is granted a purchase right to acquire
shares of Common Stock on the last day of each purchase interval within that offering period. All payroll
deductions collected from the participant for each purchase interval will be automatically applied to the
purchase of Common Stock at the end of that purchase interval, subject to certain limitations summarized
below in the section entitled ‘‘Special Limitations.’’
Eligibility and Participation
Any individual who is employed on a basis under which he or she is regularly expected to work for
more than twenty hours per week for more than five months per calendar year in the employ of any
participating parent or subsidiary corporation (including any corporation which subsequently becomes
such at any time during the term of the Purchase Plan, if the individual is a U.S. employee, and the
International Plan, if the individual is a non-U.S. employee) is eligible to participate in the Purchase Plan,
if the individual is a U.S. employee, or the International Plan, if the individual is a non-U.S. employee.
Each individual who is an eligible employee on the start date of any offering period may enter that
offering period on such start date. However, an eligible employee may participate in only one offering
period at a time. As of March 3, 2014, approximately 2,818 employees, including 7 executive officers, were
eligible to participate in the Purchase Plan, and an additional 3,269 employees were eligible to participate
in the International Plan.
Payroll Deductions and Stock Purchases
Each participant may authorize periodic payroll deductions in any multiple of one percent (up to a
maximum of ten percent or such lower percentage set by the Compensation Committee) of his or her cash
earnings to be applied to the acquisition of Common Stock at six-month intervals. Accordingly, on each
such purchase date (the fourteenth day or previous business day in February and August each year), the
payroll deductions of each participant accumulated for the purchase interval ending on that purchase date
will automatically be applied to the purchase of whole shares of Common Stock at the purchase price in
effect for the participant for that purchase date.
For purposes of the 2005 Purchase Plans, the cash earnings of each participant include his or her base
salary plus all bonuses, commissions and other incentive-type payments made to such individual in cash.
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Proxy Statement