SanDisk 2010 Annual Report Download - page 88

stock units or other share-right awards) for more than one million (1,000,000) shares of Common Stock in the
aggregate per calendar year. In addition, the aggregate amount of compensation to be paid to any one participant
in respect of all performance-based awards under the Stock Issuance and Cash Bonus Program payable only in
cash and not related to shares of Common Stock and granted to that participant in any one calendar year shall not
exceed five million dollars ($5,000,000).
D. Shares of Common Stock subject to outstanding options or other awards made under the Plan shall be
available for subsequent issuance under the Plan to the extent those options or awards expire or terminate for any
reason prior to the issuance of the shares of Common Stock subject to those options or awards. Unvested shares
issued under the Plan and subsequently forfeited or repurchased by the Corporation, at a price per share not
greater than the original issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan
shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for subsequent reissuance. Should the exercise price of an option under the Plan be paid
with shares of Common Stock, then the authorized reserve of Common Stock under the Plan shall be reduced by
the gross number of shares for which that option is exercised, and not by the net number of shares issued under
the exercised stock option.
If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction
of the withholding taxes incurred in connection with the exercise of an option or stock appreciation right or the
issuance of fully-vested shares under the Stock Issuance and Cash Bonus Program, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced by the gross number of shares issuable
under the exercised stock option or stock appreciation right or the gross number of fully-vested shares issuable
under the Stock Issuance and Cash Bonus Program, calculated in each instance prior to any such share
withholding.
E. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, appropriate adjustments shall be made by the Plan
Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum
number and/or class of securities by which the share under the Plan may increase by reason of the expiration or
termination of unexercised options under the Predecessor Plans, (iii) the maximum number and/or class of
securities which may be issued without cash consideration under the Stock Issuance and Cash Bonus Program,
(iv) the maximum number and/or class of securities for which any one person may be granted stock options,
stand-alone stock appreciation rights, direct stock issuances and other stock-based awards under the Plan per
calendar year, (v) the maximum number and/or class of securities for which grants may subsequently be made
under the Automatic Grant Program to new and continuing non-employee Board members, (vi) the number and/
or class of securities and the exercise or base price per share in effect under each outstanding option or stock
appreciation right under the Plan and (vii) the number and/or class of securities subject to each outstanding
restricted stock unit or other stock-based award under the Plan and the issue price (if any) payable per share.
Such adjustments to the outstanding options, stock appreciation rights or other stock-based awards are to be
effected in a manner which shall preclude the enlargement or dilution of rights and benefits under those options,
stock appreciation rights or other stock-based awards. The adjustments determined by the Plan Administrator
shall be final, binding and conclusive.
F. Outstanding awards granted pursuant to the Plan shall in no way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or assets.
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