SanDisk 2010 Annual Report Download - page 106

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 the
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. As determined by the Board from time to time, the Plan Administrator with respect to options
granted by any Secondary Executive Committee shall be the Compensation Committee, the Board, or the
Secondary Board Committee.
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.
A-22