SanDisk 2012 Annual Report Download - page 105

Proxy Statement
specifically provided in the documents evidencing the option grant or stock issuance. For purposes of the Plan, an
Optionee or Participant shall be deemed to cease Service immediately upon the occurrence of the either of the
following events: (i) the Optionee or Participant no longer performs services in any of the foregoing capacities
for the Corporation or any Parent or Subsidiary or (ii) the entity for which the Optionee or Participant is
performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Optionee
or Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease
during a period of military leave, sick leave or other personal leave approved by the Corporation; provided,
however, that should such leave of absence exceed three (3) months, then for purposes of determining the period
within which an Incentive Option may be exercised as such under the federal tax laws, the Optionee’s Service
shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period,
unless Optionee is provided with the right to return to Service following such leave either by statute or by written
contract. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by
the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for
any period the Optionee or Participant is on a leave of absence.
FF. Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange.
GG. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the
Participant at the time of issuance of shares of Common Stock under the Stock Issuance and Cash Bonus
Program.
HH. Stock Issuance and Cash Bonus Program shall mean the stock issuance and cash bonus program in
effect under Article Three of the Plan.
II. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain
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.
JJ. 10% Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any
Parent or Subsidiary).
KK. Withholding Taxes shall mean the applicable income and employment withholding taxes to which the
holder of an option or stock appreciation right or shares of Common Stock or a cash bonus under the Plan may
become subject in connection with the grant or exercise of those options or stock appreciation rights the issuance
or vesting of those shares or the payment of such cash bonus.
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