SanDisk 2012 Annual Report Download - page 87

Proxy Statement
by each such grant, the time or times when the grant is to become exercisable, the vesting schedule (if any)
applicable to the granted option or stock appreciation right, the maximum term for which such option or stock
appreciation right is to remain outstanding and the status of a granted option as either an Incentive Option or a
Non-Statutory Option and (ii) with respect to stock issuances, other share-based awards or cash bonus
opportunities under the Stock Issuance and Cash Bonus Program, which eligible persons are to receive such
issuances, awards or opportunities, the time or times when the issuances, awards or opportunities are to be made,
the number of shares subject to each such issuance, award or opportunity, the vesting and issuance schedules
applicable to the shares which are the subject of such issuance or award, the consideration for those shares and
the performance criteria and other terms with respect to such cash bonus opportunities.
C. The Plan Administrator shall have the absolute discretion either to grant options or stock appreciation
rights in accordance with the Discretionary Grant Program or to effect stock issuances, other share-based awards
and bonus opportunities in accordance with the Stock Issuance and Cash Bonus Program.
V. STOCK SUBJECT TO THE PLAN; ANNUAL CASH LIMITATION
A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall be limited to twenty million
(20,000,000) shares. The Plan shall serve as the successor to the three Predecessor Plans, and no further share-
based awards shall be made under those Predecessor Plans on or after the Plan Effective Date. However, all
awards outstanding under the Predecessor Plans on the Plan Effective Date shall continue in full force and effect
in accordance with their terms, and no provision of this Plan shall be deemed to affect or otherwise modify the
rights or obligations of the holders of those options with respect to their acquisition of shares of Common Stock
thereunder. To the extent any awards outstanding under the Predecessor Plans on the Plan Effective Date are
cancelled, expire or terminate unexercised prior to vesting, the number of shares of Common Stock subject to
those cancelled, expired or terminated awards at the time of cancellation, expiration or termination shall be added
to the share reserve under this Plan and shall accordingly be available for issuance hereunder, up to a maximum
of an additional ten million (10,000,000) shares.
B. Notwithstanding the foregoing, each share of Common Stock which may be issued pursuant to the
Discretionary Grant Program shall be counted against the shares of Common Stock authorized for issuance under
the Plan as one share of Common Stock. Each share of Common Stock which may be issued pursuant to the
Stock Issuance and Cash Bonus Program shall be counted against the shares of Common Stock authorized for
issuance under the Plan as 1.5 shares of Common Stock. Each share of Common Stock which has been issued
under the Stock Issuance and Cash Bonus Program which expires or terminates or is otherwise forfeited to, or
repurchased by, the Corporation, pursuant to Section V.D. hereof, shall count as having returned 1.5 shares of
Common Stock to the total number of shares of Common Stock which are available for future grant or sale under
the Plan.
C. No one person participating in the Plan may receive stock options, stand-alone stock appreciation rights,
direct stock issuances (whether vested or unvested) or other share-based awards (whether in the form of restricted
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; provided that with regard to non-employee members of the Board, the foregoing
limitation shall be one hundred fifty-thousand (150,000) 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 ten
million dollars ($10,000,000).
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
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