SanDisk 2010 Annual Report Download - page 105

Proxy Statement
K. Exercise Date shall mean the date on which the Corporation shall have received written notice of the
option exercise.
L. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:
(i) If the Common Stock is at the time traded on the NASDAQ National Market, then the Fair Market
Value shall be the closing selling price per share of Common Stock at the close of regular hours trading
(i.e., before after- hours trading begins) on the NASDAQ National Market on the date in question, as such
price is reported by the National Association of Securities Dealers. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall
be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before
after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding
date for which such quotation exists.
M. Family Member means, with respect to a particular Optionee or Participant, any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, bother-in-law or sister-in-law.
N. Hostile Take-Over shall mean a change in ownership or control of the Corporation effected through
either of the following transactions:
(i) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less
such that a majority of the Board members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for election as Board members during
such period by at least a majority of the Board members described in clause (A) who were still in office at
the time the Board approved such election or nomination, or
(ii) 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
which the Board does not recommend such stockholders to accept.
O. Incentive Option shall mean an option which satisfies the requirements of Code Section 422.
P. Involuntary Termination shall mean the termination of the Service of any individual which occurs by
reason of:
(i) such individual’s involuntary dismissal or discharge by the Corporation (or any Parent or
Subsidiary) for reasons other than Misconduct, or
(ii) such individual’s voluntary resignation following (A) a change in his or her position with the
Corporation (or any Parent or Subsidiary) which materially reduces his or her duties and responsibilities or
the level of management to which he or she reports, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and target bonus under any corporate-performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of
employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is
effected by the Corporation (or any Parent or Subsidiary) without the individual’s consent.
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