SanDisk 2013 Annual Report Download - page 81

B. For purposes of applying such accrual limitations to the purchase rights granted under the
Plan, the following provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding purchase right shall accrue
in a series of installments on each successive Purchase Date during the offering period in which
such right remains outstanding.
(ii) No right to acquire Common Stock under any outstanding purchase right shall accrue to
the extent the Participant has already accrued in the same calendar year the right to acquire
Common Stock under one or more other purchase rights at a rate equal to Twenty-Five
Thousand Dollars ($25,000.00) worth of Common Stock (determined on the basis of the Fair
Market Value per share on the date or dates of grant) for each calendar year such rights were at
any time outstanding.
C. If by reason of such accrual limitations, any purchase right of a Participant does not accrue
for a particular Purchase Interval, then the payroll deductions that the Participant made during that
Purchase Interval with respect to such purchase right shall be refunded as soon as administratively
practicable.
D. In the event there is any conflict between the provisions of this Article and one or more
provisions of the Plan or any instrument issued thereunder, the provisions of this Article shall be
controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on March 24, 2005 but shall not become effective unless
and until (i) the Plan shall have been approved by the stockholders of the Corporation at the 2005
Annual Meeting and (ii) the Corporation shall have complied with all applicable requirements of the
1933 Act (including the registration of the shares of Common Stock issuable under the Plan on a
Form S-8 registration statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which
the Common Stock is listed for trading and all other applicable requirements established by law or
regulation.
B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the
last business day in July 2019, (ii) the date on which all shares available for issuance under the Plan
shall have been sold pursuant to purchase rights exercised under the Plan or (iii) the date on which all
purchase rights are exercised in connection with a Change in Control. No further purchase rights shall
be granted or exercised, and no further payroll deductions shall be collected, under the Plan following
such termination.
X. AMENDMENT OF THE PLAN
A. The Board may alter, amend, suspend or terminate the Plan at any time to become effective
immediately following the close of any Purchase Interval. In no event may the Board effect any of the
following amendments or revisions to the Plan without the approval of the Corporation’s
stockholders: (i) increase the number of shares of Common Stock issuable in the aggregate under the
Plan and the International Plan, except for permissible adjustments in the event of certain changes in
the Corporation’s capitalization, (ii) alter the purchase price formula so as to reduce the purchase
price payable for the shares of Common Stock purchasable under the Plan or (iii) modify the
eligibility requirements for participation in the Plan.
B-7
Proxy Statement