SanDisk 2010 Annual Report Download - page 119

Proxy Statement
SANDISK CORPORATION
AMENDED AND RESTATED 2005 INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
I. PURPOSE OF THE PLAN
This 2005 International Employee Stock Purchase Plan is intended to promote the interests of SanDisk
Corporation, a Delaware corporation, by providing eligible employees with the opportunity to acquire a
proprietary interest in the Corporation through participation in a payroll deduction-based employee stock
purchase plan. The Amended and Restated 2005 International Employee Stock Purchase Plan reflects
amendments adopted in 2011.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to
adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the
requirements of applicable laws and regulations. Decisions of the Plan Administrator shall be final and binding
on all parties having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common
Stock, including shares of Common Stock purchased on the open market. The number of shares of Common
Stock initially reserved for issuance over the term of the Plan and the U.S. Plan shall be limited to 10,000,000
shares in the aggregate. Accordingly, shares of Common Stock issued under the U.S. Plan shall reduce, on a
one-for-one basis, the number of shares of Common Stock available for issuance under this Plan, and shares of
Common Stock issued under this Plan shall reduce, on a one-for-one basis, the number of shares of Common
Stock available for issuance under the U.S. Plan
B. Should any change be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, spinoff or other change affecting the outstanding
Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and class of securities in the aggregate issuable under the Plan and the
U.S. Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date
and (iii) the number and class of securities and the price per share in effect under each outstanding purchase right
in order to prevent the dilution or enlargement of benefits thereunder.
IV. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan through a series of successive
offering periods until such time as (i) the maximum number of shares of Common Stock available for issuance
under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.
B. Each offering period shall be of such duration (not to exceed six (6) months) as determined by the Plan
Administrator prior to the start date of that offering period. The initial offering under the Plan shall commence on
February 15, 2012, unless the Plan Administrator selects a later commencement date.
C. Unless the Plan Administrator determines otherwise, each offering period shall consist of a single six
(6)-month Purchase Interval. Offering periods shall commence at semi-annual intervals on the fifteenth day or
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