SanDisk 2013 Annual Report Download - page 86

SANDISK CORPORATION
AMENDED AND RESTATED 2005 INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
I. PURPOSE OF THE PLAN
This 2005 International 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. The Amended and Restated 2005 International 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 applicable laws and regulations. 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
U.S. Plan shall be limited to 10,000,000 shares in the aggregate. Accordingly, shares of Common Stock
issued under the U.S. 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 U.S. 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 in the
aggregate issuable under the Plan and the U.S. 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.
IV. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan through a series of
successive offering periods until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.
B. Each offering period shall be of such duration (not to exceed six (6) months) as determined
by the Plan Administrator prior to the start date of that offering period. The initial offering under the
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