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This excerpt taken from the SNDK DEF 14A filed Apr 11, 2007. Shareholder
Proposal
RESOLVED, that the shareholders of SanDisk Corporation
(SanDisk or Company) urge the Board of
Directors to adopt a policy that a significant portion of future
equity compensation grants to senior executives shall be shares
of stock that require the achievement of performance goals as a
prerequisite to vesting (performance-vesting shares).
This policy shall apply to existing employment agreements and
equity compensation plans only if the use of performance-vesting
shares can be legally implemented by the Company and will
otherwise apply to the design of all future plans and agreements.
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