SanDisk 2005 Annual Report Download - page 73

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Employee, a non-employee member of the board of directors or a consultant or independent advisor,
except to the extent otherwise specifically provided in the documents evidencing the option grant or stock
issuance. For purposes of the Plan, an Optionee or Participant shall be deemed to cease Service
immediately upon the occurrence of the either of the following events: (i) the Optionee or Participant no
longer performs services in any of the foregoing capacities for the Corporation or any Parent or Subsidiary
or (ii) the entity for which the Optionee or Participant is performing such services ceases to remain a
Parent or Subsidiary of the Corporation, even though the Optionee or Participant may subsequently
continue to perform services for that entity. Service shall not be deemed to cease during a period of
military leave, sick leave or other personal leave approved by the Corporation; provided, however, that
should such leave of absence exceed three (3) months, then for purposes of determining the period within
which an Incentive Option may be exercised as such under the federal tax laws, the Optionee's Service
shall be deemed to cease on the first day immediately following the expiration of such three (3)-month
period, unless Optionee is provided with the right to return to Service following such leave either by
statute or by written contract. Except to the extent otherwise required by law or expressly authorized by
the Plan Administrator or by the Corporation's written policy on leaves of absence, no Service credit shall
be given for vesting purposes for any period the Optionee or Participant is on a leave of absence.
EE. Stock Exchange shall mean either the American Stock Exchange or the New York Stock
Exchange.
FF. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the
Participant at the time of issuance of shares of Common Stock under the Stock Issuance and Cash Bonus
Program.
GG. Stock Issuance and Cash Bonus Program shall mean the stock issuance and cash bonus
program in effect under Article Three of the Plan.
HH. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other than the last corporation)
in the unbroken chain 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.
II. 10% Stockholder shall mean the owner of stock (as determined under Code Section 424(d))
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the
Corporation (or any Parent or Subsidiary).
JJ. Withholding Taxes shall mean the applicable income and employment withholding taxes to
which the holder of an option or stock appreciation right or shares of Common Stock or a cash bonus
under the Plan may become subject in connection with the grant or exercise of those options or stock
appreciation rights the issuance or vesting of those shares or the payment of such cash bonus.
A-24