SanDisk 2010 Annual Report Download - page 125

Proxy Statement
IX. TAX OBLIGATIONS
The Plan Administrator shall implement such procedures as it deems appropriate to satisfy any income tax,
employment tax or other withholding obligations arising in connection with the grant of purchase rights under the
Plan, the purchase of shares hereunder and/or disposition of any acquired shares. No shares of Common Stock
shall be issued until such withholding obligations have been satisfied.
X. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on March 24, 2005 but shall not become effective unless and until
(i) the Plan shall have been approved by the stockholders of the Corporation at the 2005 Annual Meeting and
(ii) the Corporation shall have complied with all applicable requirements of the 1933 Act (including the
registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed
with the Securities and Exchange Commission), all applicable listing requirements of any stock exchange (or the
Nasdaq National Market, if applicable) on which the Common Stock is listed for trading and all other applicable
requirements established by law or regulation.
B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the last business
day in July 2015, (ii) the date on which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are exercised in
connection with a Change in Control. No further purchase rights shall be granted or exercised, and no further
payroll deductions shall be collected, under the Plan following such termination.
XI. AMENDMENT OF THE PLAN
A. The Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately
following the close of any Purchase Interval. In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation’s stockholders: (i) increase the number of shares
of Common Stock issuable in the aggregate under the Plan and the U.S. Plan, except for permissible adjustments
in the event of certain changes in the Corporation’s capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable under the Plan or (iii) modify the
eligibility requirements for participation in the Plan.
XII. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation;
however, each Plan Participant shall bear all costs and expenses incurred by such individual in the sale or other
disposition of any shares purchased under the Plan.
B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the
Corporation or any Corporate Affiliate for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant,
which rights are hereby expressly reserved by each, to terminate such person’s employment at any time for any
reason, with or without cause.
C. The provisions of the Plan shall be governed by the laws of the State of California without resort to that
State’s conflict-of-laws rules.
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