SanDisk 2013 Annual Report Download - page 93

X. 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.
XI. 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 U.S. 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.
XII. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan shall be paid by the
Corporation; however, each Plan Participant shall bear all costs and expenses incurred by such
individual in the sale or other disposition of any shares purchased under the Plan.
B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of
the Corporation or any Corporate Affiliate for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such
person’s employment at any time for any reason, with or without cause.
C. The provisions of the Plan shall be governed by the laws of the State of California without
resort to that State’s conflict-of-laws rules.
B-19
Proxy Statement