SanDisk 2010 Annual Report Download - page 123

Proxy Statement
deductions be collected on the Participant’s behalf during an unpaid leave of absence. Upon the
Participant’s return to active service (x) within three (3) months following the commencement of such leave
or (y) prior to the expiration of any longer period for which such Participant is provided with rights to
reemployment with the Corporation by statute or contract, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began (whether or not a new offering period
may have commenced), unless the Participant withdraws from the Plan prior to his or her return. An
individual who returns to active employment following a leave of absence that exceeds in duration the
applicable (x) or (y) time period will be treated as a new employee for purposes of subsequent participation
in the Plan and must accordingly re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before the start date of any subsequent offering period in which he or she wishes to
participate.
I. Transfer of Employment. In the event that a Participant is transferred and becomes an employee of the
Corporation (or any Corporate Affiliate which is a participating corporation under the U.S. Plan) during an
offering period under the Plan, such individual shall continue to remain a Participant in the Plan, and payroll
deductions shall continue to be collected until the next purchase date as if the Participant had remained an
Eligible Employee.
In the event that an individual who is a participant in the U.S. Plan is transferred and becomes an Eligible
Employee under the Plan during an offering period in effect under the U.S. Plan, such individual shall
automatically become a Participant under the Plan for the duration of the offering period in effect at that time
under the Plan and the balance in such individual’s book account maintained under the U.S. Plan shall be
transferred as a balance to a book account opened for such individual under the Plan. Such balance, together with
all other payroll deductions collected from such individual by the Participating Corporation for the remainder of
the offering period under the Plan (as converted into U.S. Dollars), shall be applied to the purchase of shares of
Common Stock under the Plan.
J. Change in Control. Each outstanding purchase right shall automatically be exercised, immediately prior
to the effective date of any Change in Control, by applying the payroll deductions of each Participant for the
Purchase Interval in which such Change in Control occurs to the purchase of whole shares of Common Stock at a
purchase price per share not less than eighty five percent (85%), of the lower of (i) the Fair Market Value per
share of Common Stock on the Participant’s Entry Date into the offering period in which the Participant is
enrolled at the time such Change in Control occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Change in Control. The actual percentage purchase price shall be
equal to the percentage purchase price in effect under Article VII.(C) for the offering period in which the
Participant is enrolled at the time of such Change in Control. However, the applicable limitation on the number
of shares of Common Stock purchasable per Participant shall continue to apply to any such purchase.
The Corporation shall use its best efforts to provide at least ten (10) days prior written notice of the
occurrence of any Change in Control, and Participants shall, following the receipt of such notice, have the right
to terminate their outstanding purchase rights prior to the effective date of the Change in Control.
K. Proration of Purchase Rights. Should the total number of shares of Common Stock to be purchased
pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for
issuance under the Plan and the U.S. Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis among the Participants in the Plan and those
participating in the U.S. Plan, and the payroll deductions of each affected individual, to the extent in excess of
the aggregate purchase price payable for the Common Stock pro-rated to that individual, shall be refunded (in the
currency in which the Participant is paid).
L. ESPP Broker Account. The shares purchased on behalf of each Participant shall be deposited directly
into a brokerage account which the Corporation shall establish for the Participant at a Corporation-designated
brokerage firm. The account will be known as the ESPP Broker Account. Except as otherwise provided
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