SanDisk 2012 Annual Report Download - page 104

T. Optionee shall mean any person to whom an option is granted under the Discretionary Grant or
Automatic Grant Program.
U. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns,
at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
V. Participant shall mean any person who is issued shares of Common Stock or restricted stock units or
other share-based awards or cash bonus awards under the Stock Issuance and Cash Bonus Program.
W. Permanent Disability or Permanently Disabled shall mean the inability of the Optionee or the
Participant to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.
However, solely for purposes of the Automatic Grant Program, Permanent Disability or Permanently Disabled
shall mean the inability of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment expected to result in death or to
be of continuous duration of twelve (12) months or more.
X. Plan shall mean the Corporation’s 2013 Incentive Plan, as set forth in this document.
Y. Plan Administrator shall mean the particular entity, whether the Compensation Committee, the Board,
or the Secondary Board Committee which is authorized to administer the Discretionary Grant Program and the
Stock Issuance and Cash Award Program with respect to one or more classes of eligible persons, to the extent
such entity is carrying out its administrative functions under those programs with respect to the persons under its
jurisdiction. As determined by the Board from time to time, the Plan Administrator with respect to options
granted by any Secondary Executive Committee shall be the Compensation Committee, the Board, or the
Secondary Board Committee.
Z. Plan Effective Date shall mean the date immediately following the date on which the Plan is approved
by the stockholders at the Corporation’s 2013 Annual Meeting of Stockholders.
AA. Predecessor Plans shall mean (i) the Corporation’s 1995 Stock Option Plan, (ii) the Corporation’s
1995 Non-Employee Directors Stock Option Plan and (iii) the Corporation’s Amended and Restated 2005
Incentive Plan, as each such Plan is in effect immediately prior to the Corporation’s 2013 Annual Meeting of
Stockholders.
BB. Secondary Board Committee shall mean a committee of one or more Board members appointed by
the Board to administer the Discretionary Grant and Stock Issuance and Cash Bonus Programs with respect to
eligible persons other than Section 16 Insiders.
CC. Secondary Executive Committee shall mean a committee of one or more officers of the Corporation
appointed by the Board and authorized to grant options (subject to the limitations established by the Board and
the requirements of Section 157(c) of the Delaware General Corporation Law) under the Discretionary Grant
Program with respect to Employees other than Section 16 Insiders.
DD. Section 16 Insider shall mean an officer or director of the Corporation subject to the short-swing profit
liabilities of Section 16 of the 1934 Act.
EE. Service shall mean the performance of services for the Corporation (or any Parent or Subsidiary,
whether now existing or subsequently established) by a person in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent advisor, except to the extent otherwise
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