SanDisk 2013 Annual Report Download - page 79

H. Termination of Purchase Right. The following provisions shall govern the termination of
outstanding purchase rights:
(i) Should the Participant cease to remain an Eligible Employee for any reason (including
death, disability or change in status) while his or her purchase right remains outstanding, then
that purchase right shall immediately terminate, and all of the Participant’s payroll deductions for
the Purchase Interval in which the purchase right so terminates shall be immediately refunded.
(ii) However, should the Participant cease to remain in active service by reason of an
approved leave of absence, then the Participant shall have the right, exercisable at any time prior
to the last business day of the Purchase Interval in which such leave commences, to (a) withdraw
all the payroll deductions collected to date on his or her behalf for that Purchase Interval or
(b) have such funds held for the purchase of shares on his or her behalf on the next scheduled
Purchase Date. In no event, however, shall any further payroll deductions be collected on the
Participant’s behalf during an unpaid leave of absence. Upon the Participant’s return to active
service (x) within three (3) months following the commencement of such leave or (y) prior to the
expiration of any longer period for which such Participant is provided with rights to
reemployment with the Corporation by statute or contract, his or her payroll deductions under
the Plan shall automatically resume at the rate in effect at the time the leave began (whether or
not a new offering period may have commenced), unless the Participant withdraws from the Plan
prior to his or her return. An individual who returns to active employment following a leave of
absence that exceeds in duration the applicable (x) or (y) time period will be treated as a new
employee for purposes of subsequent participation in the Plan and must accordingly re-enroll in
the Plan (by making a timely filing of the prescribed enrollment forms) on or before the start date
of any subsequent offering period in which he or she wishes to participate.
I. Change in Control. Each outstanding purchase right shall automatically be exercised,
immediately prior to the effective date of any Change in Control, by applying the payroll deductions
of each Participant for the Purchase Interval in which such Change in Control occurs to the purchase
of whole shares of Common Stock at a purchase price per share not less than eighty five percent
(85%), of the lower of (i) the Fair Market Value per share of Common Stock on the Participant’s
Entry Date into the offering period in which the Participant is enrolled at the time such Change in
Control occurs or (ii) the Fair Market Value per share of Common Stock immediately prior to the
effective date of such Change in Control. The actual percentage purchase price shall be equal to the
percentage purchase price in effect under Article VII.(C) for the offering period in which the
Participant is enrolled at the time of such Change in Control. However, the applicable limitation on
the number of shares of Common Stock purchasable per Participant shall continue to apply to any
such purchase.
The Corporation shall use its best efforts to provide at least ten (10) days prior written notice of
the occurrence of any Change in Control, and Participants shall, following the receipt of such notice,
have the right to terminate their outstanding purchase rights prior to the effective date of the Change
in Control.
J. Proration of Purchase Rights. Should the total number of shares of Common Stock to be
purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares
then available for issuance in the aggregate under the Plan and the International Plan, the Plan
Administrator shall make a pro-rata allocation of the available shares on a uniform and
nondiscriminatory basis among the Participants in the Plan and those participating in the
International Plan, and the payroll deductions of each affected individual, to the extent in excess of
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