SanDisk 2012 Annual Report Download - page 90

2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is
granted or at any time while the option remains outstanding, to:
(i) Subject to the limitations under Section 409A of the Code, extend the period of time for which
the option is to remain exercisable following the Optionee’s cessation of Service from the limited
exercise period otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of the option term,
(ii) include an automatic extension provision whereby the specified post-Service exercise period
in effect for any option granted under this Article Two shall automatically be extended by an additional
period of time equal in duration to any interval within the specified post-Service exercise period during
which the exercise of that option or the immediate sale of the shares acquired under such option could
not be effected in compliance with applicable federal and state securities laws, but in no event shall
such an extension result in the continuation of such option beyond the expiration date of the term of
that option, and/or
(iii) permit the option to be exercised, during the applicable post-Service exercise period, not only
with respect to the number of vested shares of Common Stock for which such option is exercisable at
the time of the Optionee’s cessation of Service but also with respect to one or more additional
installments in which the Optionee would have vested had the Optionee continued in Service.
D. Stockholder Rights. The holder of an option shall have no stockholder rights with respect to the shares
subject to the option until such person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.
E. Repurchase Rights. The Plan Administrator shall have the discretion to grant options which are
exercisable for unvested shares of Common Stock. Should the Optionee cease Service while such shares are
unvested, the Corporation shall have the right to repurchase any or all of those unvested shares at a price per
share equal to the lower of (i) the exercise price paid per share or (ii) the Fair Market Value per share of
Common Stock at the time of repurchase. The terms upon which such repurchase right shall be exercisable
(including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.
F. Transferability of Options. The transferability of options granted under the Plan shall be governed by
the following provisions:
(i) Incentive Options: During the lifetime of the Optionee, Incentive Options shall be exercisable only
by the Optionee and shall not be assignable or transferable other than by will or the laws of inheritance
following the Optionee’s death.
(ii) Non-Statutory Options. Non-Statutory Options shall be subject to the same limitation on transfer as
Incentive Options, except that the Plan Administrator may structure one or more Non-Statutory Options so
that the option may be assigned in whole or in part during the Optionee’s lifetime to one or more Family
Members of the Optionee or to a trust established exclusively for one or more such Family Members, to the
extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic relations
order. The assigned portion may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the
same as those in effect for the option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate.
(iii) Beneficiary Designations. Notwithstanding the foregoing, the Optionee may designate one or more
persons as the beneficiary or beneficiaries of his or her outstanding options under this Article Two (whether
Incentive Options or Non-Statutory Options), and those options shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding
those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and
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