CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
It is hereby agreed by and between you, Randhir Thakur (“you”), and SanDisk Corporation (the
“Company”), pursuant to this Confidential Separation Agreement and General Release of Claims (“Agreement”),
1. Employment through Separation Date. You acknowledge that the Company agrees to retain you in
the position of Executive Vice President through the Separation Date, as set forth in paragraph 2 below. Your
duties will continue as currently assigned, except as otherwise directed by your current management. Such duties
may include various transitional duties, including but not limited to, your execution of paperwork related to your
removal from Company subsidiary boards.
2. Separation of Employment. You acknowledge that your employment with the Company will end,
effective May 9, 2008 (“Separation Date”). You acknowledge that you are to perform no duties, functions or
services for the Company as an employee after the Separation Date.
3. No Unlawful Conduct. You warrant that you have not engaged in any unlawful conduct in the course
of the discharge of your duties for the Company.
a. Employment through the Separation Date. In exchange for your promises in this Agreement,
including your general release of claims in paragraphs 10 and 13 of this Agreement, if you sign and do not revoke
this Agreement, the Company agrees to permit you to remain employed by the Company through the Separation
Date, notwithstanding its right to terminate your employment immediately. Through the Separation Date, the
Company agrees to continue your annual base salary of FOUR HUNDRED THOUSAND EIGHT HUNDRED
THIRTY NINE DOLLARS ($400,839), to be paid on a pro rata basis, in accordance with the Company’s
regular payroll practices. The Parties agree that this compensation will represent wages and will therefore be
subject to income tax and other l