SanDisk 2013 Annual Report Download - page 95

APPENDIX
The following definitions shall be in effect under the Plan:
A. Board shall mean the Corporation’s Board of Directors.
B. Cash Earnings shall mean (i) the regular base salary paid to a Participant by one or more
Participating Companies during such individual’s period of participation in one or more offering periods
under the Plan plus all bonuses, commissions, overtime payments, profit-sharing distributions or other
incentive-type payments paid in cash to the Participant during such period of participation. Such Cash
Earnings shall be calculated before deduction of (A) any income or employment tax withholdings or
(B) any contributions made by the Participant to any Code Section 401(k) salary deferral plan or any Code
Section 125 cafeteria benefit program now or hereafter established by the Corporation or any Corporate
Affiliate. However, Cash Earnings shall not include any contributions made by the Corporation or any
Corporate Affiliate on the Participant’s behalf to any employee benefit or welfare plan now or hereafter
established (other than Code Section 401(k) or Code Section 125 contributions deducted from his or her
Cash Earnings), moving or relocation allowances, equalization payments, severance payments, fringe
benefits or any payments with respect to which salary reductions are not permitted by local law. The Plan
Administrator shall have the authority to determine and approve the forms of earnings to be included in
Cash Earnings for each Participating Corporation.
C. Change in Control shall mean a change in ownership of the Corporation pursuant to any of the
following transactions:
(i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of the
voting securities of the successor corporation are immediately thereafter beneficially owned, directly
or indirectly and in substantially the same proportion, by the persons who beneficially owned the
Corporation’s outstanding voting securities immediately prior to such transaction, or
(ii) a stockholder-approved sale, transfer or other disposition (including in whole or in part
through one or more licensing arrangements) of all or substantially all of the Corporation’s assets, or
(iii) the acquisition, directly or indirectly by any person or related group of persons (other than
the Corporation or a person that directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934
Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the
Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the
Corporation’s stockholders.
D. Code shall mean the Internal Revenue Code of 1986, as amended.
E. Common Stock shall mean the Corporation’s common stock.
F. Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation (as
determined in accordance with Code Section 424) or any other entity in which the Corporation owns,
directly or indirectly, stock or a capital or profit interest and with respect to which the Corporation
possesses the power to direct or cause the direction of management and policies, whether now existing or
subsequently established.
B-21
Proxy Statement