SanDisk 2013 Annual Report Download - page 33

Assignability
No purchase rights are assignable or transferable by the participant, and the purchase rights will be
exercisable only by the participant.
Change in Control
Should the Company be acquired by merger, sale of substantially all of its assets or sale of securities
possessing more than fifty percent of the total combined voting power of the Company’s outstanding
securities, then all outstanding purchase rights will automatically be exercised immediately prior to the
effective date of such acquisition. The purchase price will be 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 in which the
participant is enrolled at the time of such acquisition or (ii) the fair market value per share of Common
Stock immediately prior to such acquisition. The limitation on the maximum number of shares purchasable
by each participant on any one purchase date will be applicable to any purchase date attributable to such
an acquisition.
Share Pro-Ration
Should the total number of shares of Common Stock to be purchased pursuant to outstanding
purchase rights on any particular date exceed the collective number of shares then available for issuance
under the 2005 Purchase Plans, then the plan administrator will make a pro-rata allocation of the available
shares on a uniform and nondiscriminatory basis, and the payroll deductions of each participant, to the
extent in excess of the aggregate purchase price payable for the Common Stock pro-rated to such
individual, will be refunded.
Amendment and Termination
The 2005 Purchase Plans will terminate upon the earliest to occur of (i) the last business day in July
2019, (ii) the date on which all shares available for issuance thereunder are sold pursuant to exercised
purchase rights or (iii) the date on which all purchase rights are exercised in connection with a change in
control or ownership.
The Company’s board of directors may amend or suspend the Purchase Plan and /or International
Plan at the end of any six-month purchase interval. However, the board may not, without stockholder
approval, (i) increase the number of shares issuable under the 2005 Purchase Plans (except as permissible
adjustments in the event of changes to the Company’s capitalization), (ii) alter the purchase price formula
so as to reduce the purchase price or (iii) modify the requirements for eligibility to participate in the 2005
Purchase Plans.
U.S. Federal Tax Consequences
The Purchase Plan for the Company’s U.S. employees is intended to be an ‘‘employee stock purchase
plan’’ within the meaning of Section 423 of the Internal Revenue Code. Under a plan which so qualifies, no
taxable income will be recognized by a participant, and no deductions will be allowable to the Company,
upon either the grant or the exercise of the purchase rights. Taxable income will not be recognized until
there is a sale or other disposition of the shares acquired under the Purchase Plan or unless the participant
should die while still owning the purchased shares.
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Proxy Statement