SanDisk 2013 Annual Report Download - page 96

G. Corporation shall mean SanDisk Corporation, a Delaware corporation, and any corporate
successor to all or substantially all of the assets or voting stock of SanDisk Corporation that shall by
appropriate action adopt the Plan.
H. Eligible Employee shall mean any person who is employed by a Participating Corporation on a
basis under which he or she is regularly expected to render more than twenty (20) hours of service per
week for more than five (5) months per calendar year for earnings considered wages under Code
Section 3401 (a). Notwithstanding the foregoing, the Plan Administrator may include other individuals as
Eligible Employees or exclude certain individuals from being considered Eligible Employees as it deems
appropriate based on the laws of the applicable jurisdiction, any collective bargaining agreements or
otherwise.
I. Fair Market Value per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:
(i) If the Common Stock is at the time traded on the NASDAQ National Market, then the Fair
Market Value shall be the closing selling price per share of Common Stock at the close of regular
hours trading (i.e., before after- hours trading begins) on the NASDAQ National Market on the date
in question, as such price is reported by the National Association of Securities Dealers. If there is no
closing selling price for the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market
Value shall be the closing selling price per share of Common Stock at the close of regular hours
trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the Common Stock, as such price
is officially quoted in the composite tape of transactions on such exchange. If there is no closing
selling price for the Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation exists.
J. 1933 Act shall mean the Securities Act of 1933, as amended.
K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
L. Participant shall mean any Eligible Employee of a Participating Corporation who is actively
participating in the Plan.
M. Participating Corporation shall mean such Corporate Affiliates as may be authorized from time to
time by the Board to extend the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan are listed in attached Schedule A.
N. Plan shall mean the Corporation’s International Employee Stock Purchase Plan, as set forth in
this document.
O. Plan Administrator shall mean the Compensation Committee of the Board.
P. Purchase Date shall mean the last business day of each Purchase Interval.
Q. Purchase Interval shall mean each six (6)-month period coincident with a particular offering
period at the end of which there shall be purchased shares of Common Stock on behalf of each Participant.
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