{"id":38471,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/acknowledgment-of-clawback-policy-sandisk-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"acknowledgment-of-clawback-policy-sandisk-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/acknowledgment-of-clawback-policy-sandisk-corp.html","title":{"rendered":"Acknowledgment of Clawback Policy – SanDisk Corp."},"content":{"rendered":"

SanDisk Corporation<\/strong><\/p>\n

\n<\/p>\n

Form of Clawback Policy Acknowledgement<\/strong><\/p>\n

\n<\/p>\n

On July 28, 2011, SanDisk Corporation (the
\n“Company<\/em><\/strong>“) adopted the SanDisk Corporation Clawback
\nPolicy (as it may be amended from time to time, the
\n“Policy<\/em><\/strong>“) provided to you.<\/p>\n<\/p>\n<\/p>\n

You, and the cash-based incentive compensation that is paid to you from and
\nafter July 28, 2011 (the “Compensation<\/em><\/strong>“), are subject
\nto the Policy. By signing below, you hereby acknowledge and agree that:<\/p>\n<\/p>\n

– you have received and have had an opportunity to review
\nthe Policy;<\/p>\n<\/p>\n

– the Compensation is subject to the Policy and may be
\nsubject to forfeiture and\/or reimbursement as determined by the Company153s Board
\nof Directors (or a committee thereof);<\/p>\n<\/p>\n

– in the event it is determined by the Board of Directors
\n(or a committee thereof) that the Compensation awarded to you must be forfeited
\nor reimbursed to the Company, you will promptly take any action necessary to
\neffectuate such forfeiture and\/or reimbursement;<\/p>\n<\/p>\n

– the Company will be entitled to withhold from any
\namounts otherwise payable to you, including “wages” within the meaning of
\napplicable law, in order to satisfy any obligations you may have as a result of
\nthe application of this Policy to the Compensation earned by you, except to the
\nextent such withholding or offset is not permitted under applicable law, or
\nwould cause the imposition of additional taxes and\/or penalties under Section
\n409A of the Internal Revenue Code of 1986, as amended;<\/p>\n<\/p>\n

– the Policy applies to the Compensation notwithstanding
\nthe terms of the compensation plan or agreement under which it is granted or the
\nterms of any employment agreement to which you are a party; and<\/p>\n<\/p>\n

– any determinations of the Board of Directors (or a
\ncommittee thereof) shall be conclusive and binding on you and need not be
\nuniform with respect to each individual covered by the Policy.<\/p>\n<\/p>\n

In addition, you hereby acknowledge and agree that any Compensation you are
\nawarded may be subject to reimbursement, clawback and\/or forfeiture pursuant to
\napplicable law, including without limitation pursuant to Section 10D of the
\nSecurities Exchange Act of 1934, as amended, under circumstances that are
\ndifferent from those applicable under the Policy, and you consent to application
\nof any such reimbursement, clawback or forfeiture. You further agree that any
\namendments to the Policy, including any amendments to comply with applicable
\nlaw, will be applicable to you.<\/p>\n<\/p>\n<\/p>\n

The Policy and this Acknowledgement will be governed by and construed in
\naccordance with the internal laws of the State of Delaware, without regard to
\nprinciples of conflict of laws which could cause the application of the law of
\nany other jurisdiction.<\/p>\n<\/p>\n<\/p>\n

If the terms of the Policy and this Acknowledgement conflict, the terms of
\nthe Policy shall prevail.<\/p>\n<\/p>\n<\/p>\n

By signing below, you agree to the application of the Policy and the other
\nterms of this Acknowledgement.<\/p>\n<\/p>\n<\/p>\n

Acknowledged and agreed as of ___________, 2011:<\/p>\n<\/p>\n<\/p>\n<\/p>\n

_____________________________________<\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Title:<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8752],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9546],"class_list":["post-38471","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sandisk-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38471","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38471"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38471"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38471"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38471"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}