SanDisk 2013 Annual Report Download - page 75

ANNEX B
PROPOSED AMENDED 2005 EMPLOYEE STOCK PURCHASE PLAN
AND 2005 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
SANDISK CORPORATION
AMENDED AND RESTATED 2005 EMPLOYEE
STOCK PURCHASE PLAN
I. PURPOSE OF THE PLAN
This 2005 Employee Stock Purchase Plan is intended to promote the interests of SanDisk
Corporation, a Delaware corporation, by providing eligible employees with the opportunity to acquire a
proprietary interest in the Corporation through participation in a payroll deduction-based employee stock
purchase plan designed to qualify under Section 423 of the Code. The Amended and Restated 2005
Employee Stock Purchase Plan reflects amendments adopted in 2011 and 2014.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan
and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to
comply with the requirements of Code Section 423. Decisions of the Plan Administrator shall be final and
binding on all parties having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares of Common Stock purchased on the open market. The
number of shares of Common Stock initially reserved for issuance over the term of the Plan and the
International Plan shall be limited to 10,000,000 shares in the aggregate. Accordingly, shares of
Common Stock issued under the International Plan shall reduce, on a one-for-one basis, the number
of shares of Common Stock available for issuance under this Plan, and shares of Common Stock
issued under this Plan shall reduce, on a one-for-one basis, the number of shares of Common Stock
available for issuance under the International Plan
B. Should any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares, spinoff or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration,
appropriate adjustments shall be made to (i) the maximum number and class of securities issuable in
the aggregate under the Plan and the International Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Purchase Date and (iii) the number and class of
securities and the price per share in effect under each outstanding purchase right in order to prevent
the dilution or enlargement of benefits thereunder.
B-1
Proxy Statement