SanDisk 2013 Annual Report Download - page 91

converted into U.S. Dollars), shall be applied to the purchase of shares of Common Stock under the
Plan.
J. 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.
K. 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 under the Plan and the U.S. 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 U.S. Plan, and the payroll deductions of each
affected individual, to the extent in excess of the aggregate purchase price payable for the Common
Stock pro-rated to that individual, shall be refunded (in the currency in which the Participant is paid).
L. ESPP Broker Account. The shares purchased on behalf of each Participant shall be
deposited directly into a brokerage account which the Corporation shall establish for the Participant
at a Corporation-designated brokerage firm. The account will be known as the ESPP Broker Account.
Except as otherwise provided below, the deposited shares may not be transferred (either electronically
or in certificate form) from the ESPP Broker Account until the end of the two (2)-year period
measured from the Participant’s Entry Date into the offering period in which the shares were
purchased.
Such limitation shall apply both to transfers to different accounts with the same ESPP broker and
to transfers to other brokerage firms. Any shares held for the required holding period may be
transferred (either electronically or in certificate form) to other accounts or to other brokerage firms.
The foregoing procedures shall not in any way limit when the Participant may sell his or her
shares. Those procedures are designed solely to assure that any sale of shares prior to the
satisfaction of the required holding period is made through the ESPP Broker Account. In addition,
the Participant may request a stock certificate or share transfer from his or her ESPP Broker Account
prior to the satisfaction of the required holding period should the Participant wish to make a gift of
any shares held in that account. However, shares may not be transferred (either electronically or in
certificate form) from the ESPP Broker Account for use as collateral for a loan, unless those shares
have been held for the required holding period.
The foregoing procedures shall apply to all shares purchased by the Participant under the Plan,
whether or not the Participant continues in Employee status.
B-17
Proxy Statement