SanDisk 2010 Annual Report Download - page 117

Proxy Statement
APPENDIX
The following definitions shall be in effect under the Plan:
A. Board shall mean the Corporation’s Board of Directors.
B. Cash Earnings shall mean (i) the regular base salary paid to a Participant by one or more Participating
Companies during such individual’s period of participation in one or more offering periods under the Plan plus
all bonuses, commissions, overtime payments, profit-sharing distributions or other incentive-type payments paid
in cash to the Participant during such period of participation. Such Cash Earnings shall be calculated before
deduction of (A) any income or employment tax withholdings or (B) any contributions made by the Participant to
any Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate. However, Cash Earnings shall not include any
contributions made by the Corporation or any Corporate Affiliate on the Participant’s behalf to any employee
benefit or welfare plan now or hereafter established (other than Code Section 401(k) or Code Section 125
contributions deducted from his or her Cash Earnings).
C. Change in Control shall mean a change in ownership of the Corporation pursuant to 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, or
(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 acquisition, directly or indirectly by any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by, or is under common control
with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s
outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s
stockholders.
D. Code shall mean the Internal Revenue Code of 1986, as amended.
E. Common Stock shall mean the Corporation’s common stock.
F. Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation (as determined in
accordance with Code Section 424), whether now existing or subsequently established.
G. 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 that shall by appropriate action adopt
the Plan.
H. Eligible Employee shall mean any person who is employed by a Participating Corporation on a basis
under which he or she is regularly expected to render more than twenty (20) hours of service per week for more
than five (5) months per calendar year for earnings considered wages under Code Section 3401 (a).
B-9