SanDisk 2012 Annual Report Download - page 99

Proxy Statement
issuance of fully-vested shares, a portion of those shares with an aggregate Fair Market Value equal to the
percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the holder. The
shares of Common Stock so withheld shall reduce the number of shares of Common Stock authorized for
issuance under the Plan.
Stock Delivery: The election to deliver to the Corporation, at the time the Non-Statutory Option or stock
appreciation right is exercised, the vested shares are issued or the unvested shares subsequently vest, one or more
shares of Common Stock previously acquired by such holder (other than in connection with the exercise, share
issuance or share vesting triggering the Withholding Taxes) with an aggregate Fair Market Value equal to the
percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the holder. The
shares of Common Stock so delivered shall not be added to the shares of Common Stock authorized for issuance
under the Plan.
II. SHARE ESCROW/LEGENDS
Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the
Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.
III. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan shall become effective on the Plan Effective Date.
B. The Plan shall serve as the successor to the Predecessor Plans, and no further option grants shall be made
under the Predecessor Plans if this Plan is approved by the stockholders at the Corporation’s 2013 Annual
Meeting of Stockholders. Such stockholder approval shall not affect the awards outstanding under the
Predecessor Plans at the time of the Corporation’s 2013 Annual Meeting of Stockholders, and those awards shall
continue in full force and effect in accordance with their terms. However, should any of those awards expire or
terminate unexercised or prior to vesting, the shares of Common Stock subject to those awards at the time of
expiration or termination shall be added to the share reserve of this Plan, up to the maximum number of
additional shares permissible hereunder.
C. The Plan shall terminate upon the earliest to occur of (i) March 14, 2023, (ii) the date on which all shares
available for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all
outstanding options, stock appreciation rights, restricted stock units and other share right awards in connection
with a Change in Control. Should the Plan terminate on March 14, 2023, then all option grants, stock
appreciation rights, unvested stock issuances, restricted stock units and other share right awards outstanding at
that time shall continue to have force and effect in accordance with the provisions of the documents evidencing
such grants, issuances or awards.
D. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Plan
Administrator’s authority to grant new awards under the Stock Issuance and Cash Bonus Program that are
intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code shall
terminate upon the first meeting of the Corporation’s stockholders that occurs in the fifth year following the year
in which the Corporation’s stockholders approved the Stock Issuance and Cash Bonus Program.
IV. AMENDMENT OF THE PLAN
A. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or
all respects. 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 Plan unless the Optionee or the Participant consents to such amendment or
A-15