SanDisk 2013 Annual Report Download - page 92

M. Assignability. The purchase right shall be exercisable only by the Participant and shall not
be assignable or transferable by the Participant.
N. Stockholder Rights. A Participant shall have no stockholder rights with respect to the shares
subject to his or her outstanding purchase right until the shares are purchased on the Participant’s
behalf in accordance with the provisions of the Plan and the Participant has become a holder of record
of the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any
purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with
(i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan
and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423)) of the Corporation or any Corporate Affiliate, would otherwise permit such
Participant to purchase more than Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the
Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value per share
on the date or dates such rights are granted) for each calendar year such rights are at any time
outstanding.
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. TAX OBLIGATIONS
The Plan Administrator shall implement such procedures as it deems appropriate to satisfy any
income tax, employment tax or other withholding obligations arising in connection with the grant of
purchase rights under the Plan, the purchase of shares hereunder and/or disposition of any acquired
shares. No shares of Common Stock shall be issued until such withholding obligations have been satisfied.
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