SanDisk 2010 Annual Report Download - page 104

APPENDIX
The following definitions shall be in effect under the Plan:
A. Annual Meeting shall mean the annual meeting of the Corporation’s stockholders.
B. Automatic Grant Program shall mean the automatic option grant program in effect under Article Four
of the Plan.
C. Board shall mean the Corporation’s Board of Directors.
D. Change in Control shall mean a change in ownership or control of the Corporation effected through any
of the following transactions:
(i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders, unless
securities representing more than fifty percent (50%) of the total combined voting power of the voting
securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly
and in substantially the same proportion, by the persons who beneficially owned the Corporation’s
outstanding voting securities immediately prior to such transaction,
(ii) a stockholder-approved sale, transfer or other disposition (including in whole or in part through one
or more licensing arrangements) of all or substantially all of the Corporation’s assets, or
(iii) the closing of any transaction or series of related transactions pursuant to which any person or any
group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than
the Corporation or a person that, prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the Corporation) becomes directly or
indirectly the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
(or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total
combined voting power of the Corporation’s securities (as measured in terms of the power to vote with
respect to the election of Board members) outstanding immediately after the consummation of such
transaction or series of related transactions, whether such transaction involves a direct issuance from the
Corporation or the acquisition of outstanding securities held by one or more of the Corporation’s existing
stockholders.
E. Code shall mean the Internal Revenue Code of 1986, as amended.
F. Common Stock shall mean the Corporation’s common stock.
G. Compensation Committee shall mean the Compensation Committee of the Board comprised of two
(2) or more non-employee Board members.
H. 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 which has by appropriate action
assumed the Plan.
I. Discretionary Grant Program shall mean the discretionary grant program in effect under Article Two of
the Plan pursuant to which stock options and stock appreciation rights may be granted to one or more eligible
individuals.
J. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary,
whether now existing or subsequently established), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of performance.
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