SanDisk 2012 Annual Report Download - page 94

E. The Plan Administrator shall have the discretionary authority to structure one or more outstanding
options or stock appreciation rights under the Discretionary Grant Program so that those options or stock
appreciation rights shall, immediately prior to the effective date of a Change in Control, become exercisable as to
all the shares of Common Stock at the time subject to those options or stock appreciation rights and may be
exercised as to any or all of those shares as fully vested shares of Common Stock, whether or not those options or
stock appreciation rights are to be assumed in the Change in Control transaction or otherwise continued in effect.
In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the
Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall immediately
terminate upon the consummation of the Change in Control transaction, and the shares subject to those
terminated rights shall thereupon vest in full.
F. The Plan Administrator shall have full power and authority to structure one or more outstanding options
or stock appreciation rights under the Discretionary Grant Program so that those options or stock appreciation
rights shall become exercisable as to all the shares of Common Stock at the time subject to those options or stock
appreciation rights in the event the Optionee’s Service is subsequently terminated by reason of an Involuntary
Termination within a designated period following the effective date of any Change in Control transaction in
which those options or stock appreciation rights do not otherwise fully accelerate. In addition, the Plan
Administrator may structure one or more of the Corporation’s repurchase rights so that those rights shall
immediately terminate with respect to any shares held by the Optionee at the time of such Involuntary
Termination, and the shares subject to those terminated repurchase rights shall accordingly vest in full at that
time.
G. The Plan Administrator shall have the discretionary authority to structure one or more outstanding
options or stock appreciation rights under the Discretionary Grant Program so that those options or stock
appreciation rights shall, immediately prior to the effective date of a Hostile Take-Over, become exercisable as to
all the shares of Common Stock at the time subject to those options or stock appreciation rights and may be
exercised as to any or all of those shares as fully vested shares of Common Stock. In addition, the Plan
Administrator shall have the discretionary authority to structure one or more of the Corporation’s repurchase
rights under the Discretionary Grant Program so that those rights shall terminate automatically upon the
consummation of such Hostile Take-Over, and the shares subject to those terminated rights shall thereupon vest
in full. Alternatively, the Plan Administrator may condition the automatic acceleration of one or more
outstanding options or stock appreciation rights under the Discretionary Grant Program and the termination of
one or more of the Corporation’s outstanding repurchase rights under such program upon the subsequent
termination of the Optionee’s Service by reason of an Involuntary Termination within a designated period
following the effective date of such Hostile Take-Over.
H. The portion of any Incentive Option accelerated in connection with a Change in Control or Hostile Take-
Over shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand
Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-statutory Option under the Federal tax laws.
V. PROHIBITION ON REPRICING PROGRAMS
The Plan Administrator shall not (i) implement any cancellation/regrant program pursuant to which
outstanding options or stock appreciation rights under the Plan are cancelled and new options or stock
appreciation rights are granted in replacement with a lower exercise price per share, (ii) cancel outstanding
options or stock appreciation rights under the Plan with exercise prices per share in excess of the then current
Fair Market Value per share of Common Stock for consideration payable in cash or equity securities of the
Corporation or (iii) otherwise directly reduce the exercise price in effect for outstanding options or stock
appreciation rights under the Plan, without in each such instance obtaining stockholder approval.
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