1995 STOCK OPTION PLAN
AMENDED AND RESTATED AS OF DECEMBER 17, 1998
I. PURPOSE OF THE PLAN
This 1995 Stock Option Plan is intended to promote the interests of SanDisk Corporation, a Delaware
corporation, by providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the
Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
A. The Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16
Insiders. Administration of the Plan with respect to all other persons eligible to participate may, at the Board's
discretion, be vested in the Committee, or the Board may retain the power to administer the Plan with respect to
all such persons.
B. Members of the Committee shall serve for such period of time as the Board may determine and shall be
subject to removal by the Board at any time.
C. The Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power
and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Plan and to make such determinations under, and issue such
interpretations of, the provisions of such program and any outstanding options thereunder as it may deem
necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the Plan or any option thereunder.
D. Service on the Committee shall constitute service as a Board member, and members of the Committee shall
accordingly be entitled to full indemnification and reimbursement as Board members for their service. No member
of the Committee shall be liab