EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF DECEMBER 17, 1998
I. PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is intended to promote the interests of SanDisk Corporation by providing
eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation
in a payroll-deduction based employee stock purchase plan designed to qualify under
Section 423 of the Code.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt
such rules and regulations for administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be final and binding on all parties
having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common
Stock, including shares of Common Stock purchased on the open market. The maximum number of shares of
Common Stock which may be issued in the aggregate over the term of this Plan and the Corporation's
International Employee Stock Purchase Plan shall not exceed One Million One Hundred Eighty-Three Thousand
Three Hundred Thirty-Three (1,183,333) shares. Such share reserve includes (i) the initial share reserve of
433,333 shares (as adjusted to reflect the 2:3 split of the Common Stock authorized by the Board on July 25,
1995) approved by the stockholders in August 1996, (ii) an additional 450,000 share increase authorized by the
Board on February 10, 1997 and approved by the stockholders at the 1997 Annual Meeting and (iii) an
additional 300,000 share increase authorized by the Board on December 17, 1998, subject to stockholder
approval at the 1999 Annual Meeting. No shares of Common Stock shall be issued under the Plan on the ba