SanDisk 2012 Annual Report Download - page 85

Proxy Statement
ANNEX A
SANDISK CORPORATION
2013 INCENTIVE PLAN
ARTICLE ONE
GENERAL PROVISIONS
I. PURPOSE OF THE PLAN
This 2013 Incentive Plan is intended to promote the interests of SanDisk Corporation, a Delaware
corporation, by providing eligible persons in the Corporation’s service with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to
remain in such service.
Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.
II. STRUCTURE OF THE PLAN
A. The Plan shall be divided into two separate equity incentive programs:
• the Discretionary Grant Program under which eligible persons may, at the discretion of the Plan
Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights
tied to the value of such Common Stock,
• the Stock Issuance and Cash Bonus Program under which eligible persons may, at the discretion of
the Plan Administrator, be issued shares of Common Stock pursuant to restricted stock awards,
restricted stock units or other share-based awards which vest upon the completion of a designated
service period or the attainment of pre-established performance milestones, be awarded cash bonus
opportunities which are earned through the attainment of pre-established performance milestones, or
be issued shares of Common Stock through direct purchase or as a bonus for services rendered the
Corporation (or any Parent or Subsidiary), and
B. The provisions of Articles One and Four shall apply to all equity programs under the Plan and shall
govern the interests of all persons under the Plan.
III. ADMINISTRATION OF THE PLAN
A. The Compensation Committee shall have sole and exclusive authority to administer the Discretionary
Grant Program and Stock Issuance and Cash Bonus Program with respect to Section 16 Insiders. Administration
of the Discretionary Grant Program and Stock Issuance and Cash Bonus Program with respect to all other
persons eligible to participate in those programs may, at the Board’s discretion, be vested in the Compensation
Committee or a Secondary Board Committee, or the Board may retain the power to administer those programs
with respect to all such persons. However, any discretionary option grants, stock appreciation rights, stock
issuances or other share-based awards for members of the Compensation Committee must be authorized by a
disinterested majority of the Board. Furthermore, the authority to grant options pursuant to the Discretionary
Grant Program with respect to Employees other than Section 16 Insiders may, at the Board’s discretion, be vested
in a Secondary Executive Committee to the extent permitted by Section 157(c) of the Delaware General
Corporation Law.
B. Members of the Compensation Committee, any Secondary Board Committee and any Secondary
Executive Committee shall serve for such period of time as the Board may determine and may be removed by the
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