SanDisk 2010 Annual Report Download - page 103

Proxy Statement
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.
B. No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until
there shall have been compliance with all applicable requirements of applicable securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under
the Plan, and all applicable listing requirements of any Stock Exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.
VII. NO EMPLOYMENT/SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent
or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby
expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.
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