SanDisk 2005 Annual Report Download - page 68

Proxy StatementProxy Statement
awards in connection with a Change in Control. Should the Plan terminate on March 15, 2015, then all option
grants, stock appreciation rights, unvested stock issuances, restricted stock units and other share right awards
outstanding at that time shall continue to have force and effect in accordance with the provisions of the
documents evidencing such grants, issuances or awards.
D. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the
Plan Administrator's authority to grant new awards under the Stock Issuance and Cash Bonus Program that
are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the
Code shall terminate upon the first meeting of the Corporation's stockholders that occurs in the fifth year
following the year in which the Corporation's stockholders approved the Stock Issuance and Cash Bonus
Program.
IV. AMENDMENT OF THE PLAN
A. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any
or all respects. However, no such amendment or modification shall adversely affect the rights and obligations
with respect to stock options, stock appreciation rights, unvested stock issuances or other stock-based awards
at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or
modification. In addition, amendments to the Plan will be subject to stockholder approval to the extent
required under applicable law or regulation or pursuant to the listing standards of the stock exchange (or the
Nasdaq National Market) on which the Common Stock is at the time primarily traded.
B. The Compensation Committee of the Board shall have the discretionary authority to adopt and
implement from time to time such addenda or subplans to the Plan as it may deem necessary in order to bring
the Plan into compliance with applicable laws and regulations of any foreign jurisdictions in which grants or
awards are to be made under the Plan and/or to obtain favorable tax treatment in those foreign jurisdictions
for the individuals to whom the grants or awards are made.
C. Options and stock appreciation rights may be granted under the Discretionary Grant Program and
stock-based awards may be made under the Stock Issuance and Cash Bonus Program that in each instance
involve shares of Common Stock in excess of the number of shares then available for issuance under the Plan,
provided no shares shall actually be issued pursuant to those grants or awards until the number of shares of
Common Stock available for issuance under the Plan is sufficiently increased by stockholder approval of an
amendment of the Plan authorizing such increase. If stockholder approval is required and is not obtained
within twelve (12) months after the date the first excess grant or award made against such contingent
increase, then any options, stock appreciation rights or other stock-based awards granted on the basis of such
excess shares shall terminate and cease to be outstanding.
V. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan
shall be used for general corporate purposes.
VI. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any stock option, stock appreciation right or other
stock-based award under the Plan and the issuance of any shares of Common Stock (i) upon the exercise or
vesting of any granted option, stock appreciation right or other stock-based award or (ii) under the Stock
Issuance and Cash Bonus Program shall be subject to the Corporation's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan, the stock options granted under it
and the shares of Common Stock issued pursuant to it.
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