SanDisk 2012 Annual Report Download - page 44

Valuation. The fair market value per share of the Company’s Common Stock on any relevant date under the
2013 Plan will be deemed to be equal to the closing selling price per share on that date on the NASDAQ. On
March 15, 2013, the fair market value per share of Common Stock determined on such basis was $55.11.
Stockholder Rights and Transferability. No optionee will have any stockholder rights with respect to the
option shares until such optionee has exercised the option, paid the exercise price for the purchased shares and
become the holder of record or beneficial owner of the shares. The holder of a stock appreciation right will not
have any stockholder rights with respect to the shares subject to that right unless and until such person exercises
the right and becomes the holder of record of any shares of the Company’s Common Stock distributed upon such
exercise. Options are not assignable or transferable other than by will or the laws of inheritance following the
optionee’s death, and during the optionee’s lifetime, the option may only be exercised by the optionee. However,
the plan administrator may structure one or more non-statutory options under the 2013 Plan so that those options
will be transferable during optionee’s lifetime to one or more members of the optionee’s family or to a trust
established for the optionee and/or one or more such family members or to the optionee’s former spouse, to the
extent such transfer is in connection with the optionee’s estate plan or pursuant to a domestic relations order.
Stand-alone stock appreciation rights will be subject to the same transferability restrictions applicable to non-
statutory options.
A participant will have certain stockholder rights with respect to the shares of Common Stock issued to him
or her under the 2013 Plan, whether or not his or her interest in those shares is vested. Accordingly, the
participant will have the right to vote such shares and to receive dividends paid on such shares, but will not have
the right to transfer such shares prior to vesting. A participant will not have any stockholder rights with respect to
the shares of Common Stock subject to an RSU or other share right award until that unit or award vests and the
shares of Common Stock are actually issued thereunder. However, dividend-equivalent units may be paid or
credited, either in cash or in actual or phantom shares of Common Stock, on outstanding RSUs or other share-
right awards, subject to such terms and conditions as the plan administrator may deem appropriate.
Special Tax Election. The plan administrator may provide one or more holders of options, stock
appreciation rights, vested or unvested stock issuances, RSUs or any other share-based awards under the 2013
Plan with the right to have the Company withhold a portion of the shares otherwise issuable to such individuals
in satisfaction of the withholding taxes to which they become subject in connection with the exercise of those
options or stock appreciation rights, the issuance of vested shares or the vesting of unvested shares issued to
them. Alternatively, the plan administrator may allow such individuals to deliver previously acquired shares of
the Company’s Common Stock in payment of such withholding tax liability.
Amendment and Termination. The Board may amend or modify the 2013 Plan at any time. However, no
such amendment or modification shall adversely affect the rights and obligations with respect to stock options,
stock appreciation rights, unvested stock issuances or other share-based awards at the time outstanding under the
2013 Plan unless the optionee or the participant consents to such amendment or modification. In addition,
amendments to the 2013 Plan will be subject to stockholder approval to the extent required under applicable law
or regulation or pursuant to the listing standards of the stock exchange on which shares of Common Stock are at
the time primarily traded. Unless sooner terminated by the Board, the 2013 Plan will terminate on the earliest of
(i) March 14, 2023, (ii) the date on which all shares available for issuance under the 2013 Plan have been issued
as fully-vested shares or (iii) the termination of all outstanding options, stock appreciation rights, RSUs and other
share-based awards in connection with certain changes in control or ownership.
Subplans. The Compensation Committee of the Company’s Board of Directors will have the authority to
adopt and implement from time to time such subplans under the 2013 Plan as it may deem necessary in order to
bring the 2013 Plan into compliance with applicable laws and regulations of any foreign jurisdictions in which
grants or awards are to be made or to obtain favorable tax treatment in those foreign jurisdictions for the
individuals to whom the grants or awards are made.
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