SanDisk 2013 Annual Report Download - page 32

Purchase Price
The formula for determining the purchase price of Common Stock acquired on each purchase date is
fixed by the Compensation Committee at the start of the offering period and is not less than eighty-five
percent of the lower of (i) the fair market value per share of Common Stock on the start date of the
offering period or (ii) the fair market value on the last day of the offering period.
The fair market value per share of Common Stock on any particular date under the 2005 Purchase
Plans will be deemed to be equal to the closing selling price per share on such date on NASDAQ. On
March 3, 2014, the fair market value per shares of Common Stock determined on such basis was $75.12.
Special Limitations
The 2005 Purchase Plans imposes certain limitations upon a participant’s rights to acquire Common
Stock, including the following limitations:
• Purchase rights granted to a participant may not permit such individual to purchase more than
$25,000 worth of Common Stock (valued at the time each purchase right is granted) for each
calendar year those purchase rights are outstanding at any time.
• Purchase rights may not be granted to any individual if such individual would, immediately after the
grant, own or hold outstanding options or other rights to purchase, stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of the Company’s
outstanding stock or the outstanding stock of any of the Company’s affiliates.
• No participant may purchase more than 1,500 shares of Common Stock on any one purchase date.
The Compensation Committee has the discretionary authority to increase or decrease the per
participant purchase limitation as of the start date of any new offering period under the 2005 Purchase
Plans, with the new limit to be in effect for that offering period and each subsequent offering period until
the Compensation Committee establishes new limitations.
Termination of Purchase Rights
A participant may withdraw from the 2005 Purchase Plans at any time prior to the last business day of
the purchase interval, and his or her accumulated payroll deductions for that interval will, at the
participant’s election, either be applied to the purchase of shares on the next scheduled six-month
purchase date or be refunded.
A participant’s purchase right will immediately terminate upon his or her cessation of employment or
loss of eligible employee status. Any payroll deductions which the participant may have made for the
purchase interval in which such cessation of employment or loss of eligibility occurs will be refunded and
will not be applied to the purchase of Common Stock.
Stockholder Rights
No participant will have any stockholder rights with respect to the shares covered by his or her
purchase rights until the shares are actually purchased on the participant’s behalf and the participant has
become a holder of record of the purchased shares. No adjustment will be made for dividends,
distributions or other rights for which the record date is prior to the date of such purchase.
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