SanDisk 2010 Annual Report Download - page 45

Proxy Statement
PROPOSAL NO. 4
APPROVAL OF AMENDMENTS TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE UNDER THE SANDISK CORPORATION
2005 EMPLOYEE STOCK PURCHASE PLANS
General
The stockholders are being asked to approve the Company’s 2005 Amended and Restated Employee Stock
Purchase Plan for the Company’s U.S. employees (the “Purchase Plan”) and the Company’s 2005 Amended and
Restated International Employee Stock Purchase Plan for the Company’s employees in foreign jurisdictions (the
“International Plan”), collectively, the “2005 Purchase Plans,” which were adopted, subject to stockholder
approval, by the Board of Directors on March 17, 2011. The proposed amendments would increase the aggregate
number of shares of Common Stock reserved for issuance under the two plans by 5,000,000 shares, which are
expected to be issued under the plans over multiple years. The Company currently intends to ask its stockholders
at a later date to approve new employee stock purchase plans to replace the existing 2005 Purchase Plans at, or
prior to, the time that the existing plans expire. Subject to the approval of the Company’s stockholders, the
Company also intends to roll over any shares of Common Stock that remain available for issuance under the
existing 2005 Purchase Plans when the existing plans expire and reserve those shares for issuance under the new
employee stock purchase plans.
As of February 25, 2011, the Company had 1,031,371 shares available for issuance under the two plans.
Unless an increase in the number of shares of Common Stock reserved for issuance under the plans is approved,
the Company expects to exhaust the shares currently available for future issuance under the plans in 2012 or
2013.
The Company believes that the 2005 Purchase Plans have played an important role in the Company’s efforts
to attract and retain employees by allowing the Company’s eligible employees and the eligible employees of the
Company’s participating subsidiaries to acquire an ownership stake in the Company. The proposed amendments
will furnish the Company with the additional shares the Company and its subsidiaries need to remain competitive
in the marketplace for key talent.
If the Company’s stockholders do not approve this proposal, then the current share limits under, and other
terms and conditions of, the 2005 Purchase Plans will continue in effect.
Summary Description of the 2005 Purchase Plans
The principal terms of the 2005 Purchase Plans are summarized below. The following summary is qualified
in its entirety by the full text of the 2005 Purchase Plans, which appears (as proposed to be amended) as Annex B
to this Proxy Statement and can be reviewed on the SEC’s website at http://www.sec.gov. You may also obtain,
free of charge, a copy of the 2005 Purchase Plans by writing to Investor Relations at the Company’s principal
offices at 601 McCarthy Blvd., Milpitas, California 95035.
Administration
The 2005 Purchase Plans are administered by the Compensation Committee of the Company’s Board of
Directors. Such committee, as plan administrator, has full authority to adopt administrative rules and procedures
and to interpret the provisions of the 2005 Purchase Plans.
Share Reserve
In 2005, the Company’s stockholders authorized an initial aggregate share reserve of 5,000,000 shares of
Common Stock for issuance under the 2005 Purchase Plans. As of February 25, 2011, the Company had
1,031,371 shares available for issuance under the two plans, and if this Proposal is approved, the shares available
for issuance would increase by 5,000,000 shares to 6,031,371 shares.
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