SanDisk 2005 Annual Report Download - page 72

Proxy StatementProxy Statement
Q. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the
Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or
trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by
such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in
a material manner. The foregoing definition shall not in any way preclude or restrict the right of the
Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other
person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions,
but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for
termination for Misconduct.
R. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
S. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code
Section 422.
T. Optionee shall mean any person to whom an option is granted under the Discretionary Grant or
Automatic Grant Program.
U. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the unbroken chain (other than
the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain.
V. Participant shall mean any person who is issued shares of Common Stock or restricted stock
units or other stock-based awards or cash bonus awards under the Stock Issuance and Cash Bonus
Program.
W. Permanent Disability or Permanently Disabled shall mean the inability of the Optionee or the
Participant to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment expected to result in death or to be of continuous duration of twelve (12) months
or more. However, solely for purposes of the Automatic Grant Program, Permanent Disability or
Permanently Disabled shall mean the inability of the non-employee Board member to perform his or her
usual duties as a Board member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12) months or more.
X. Plan shall mean the Corporation's 2005 Stock Incentive Plan, as set forth in this document.
Y. Plan Administrator shall mean the particular entity, whether the Compensation Committee, the
Board or the Secondary Board Committee, which is authorized to administer the Discretionary Grant
Program and Stock Issuance and Cash Award Program with respect to one or more classes of eligible
persons, to the extent such entity is carrying out its administrative functions under those programs with
respect to the persons under its jurisdiction.
Z. Plan Effective Date shall mean the May 27, 2005 date on which the Plan is approved by the
stockholders at the 2005 Annual Meeting.
AA. Predecessor Plans shall mean (i) the Corporation's 1995 Stock Option Plan and (ii) the
Corporation's 1995 Non-Employee Directors Stock Option Plan, as each such Plan is in effect
immediately prior to the 2005 Annual Stockholders Meeting.
BB. Secondary Board Committee shall mean a committee of one or more Board members
appointed by the Board to administer the Discretionary Grant and Stock Issuance and Cash Bonus
Programs with respect to eligible persons other than Section 16 Insiders.
CC. Section 16 Insider shall mean an officer or director of the Corporation subject to the short-
swing profit liabilities of Section 16 of the 1934 Act.
DD. Service shall mean the performance of services for the Corporation (or any Parent or
Subsidiary, whether now existing or subsequently established) by a person in the capacity of an
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