Separation Agreement – SanDisk Corp.

AGREEMENT

This Agreement (“Agreement“) is entered into this
17th day of November, 2011 (the “Effective Date“) by
and between Yoram Cedar (“Executive” or
“you“), an individual, and SanDisk Corporation, a
Delaware corporation, on behalf of itself, its subsidiaries and company
affiliates (collectively “SanDisk” or the
“Company“).

WHEREAS, Executive has been employed at the Company for 13 years and served
in various executive capacities;

WHEREAS, the Company acknowledges the leadership and technological
contributions Executive has made to the Company over the years; and,

WHEREAS, Executive and the Company have mutually agreed that Executive will
resign from his employment at the Company effective December 31, 2011.

NOW THEREFORE the Company and Executive agree as follows:

1. Executive153s Relationship with the Company.
Executive acknowledges that he has been and is an at-will employee of
the Company and currently serves as Executive Vice President and Chief
Technology Officer. The parties have mutually agreed Executive is resigning from
the Company and that his employment shall terminate on December 31, 2011
(“Separation Date“). Provided Executive signs and does
not revoke this Agreement, and continues to performs his duties and obligations
in a responsible and professional manner, the Company agrees to continue
Executive153s employment until the Separation date at his current annual base pay
of $485,000, to be paid on a pro rata basis in accordance with the Company153s
regular payroll practices. You acknowledge this compensation will be subject to
income tax and other legally required withholding, and will be reported by the
Company as income to you on IRS Form W-2 for 2011.

2. Consideration. In exchange for your promises in this Agreement, and
in particular your covenants in Sections 4, 5, 6, 7, 8, 9, 12, 14, 16, and 18 of
this Agreement, and provided that i) you timely sign and do not revoke this
Agreement under Section 17, ii) you remain an employee until the Separation
Date, and iii) no later than five (5) days after the Separation Date you timely
sign and do not revoke the Further Release of Claims set forth in Appendix
A of this Agreement (“Further Release“), except
where expressly provided otherwise below the following shall apply:

(a) Separation Pay. The Company agrees to pay you as separation pay
the gross sum of $485,000, which constitutes one (1) year base salary. This
payment shall be made to you within ten (10) days of your execution of the
Further Release following your Separation Date. You acknowledge this payment
will be subject to income tax and other legally required withholding, and will
be reported by the Company as income to you on IRS Form W-2 for 2012.

(b) 2011 Bonus Plan Participation. You retain full eligibility for
participation in the Company153s 2011 bonus plan, and the Company agrees to pay
you one hundred percent (100%) of your target bonus in the amount of $436,500,
if and when bonuses are distributed pursuant to the plan, but in no event shall
such payment be made later than March 15, 2012. You acknowledge this payment
will be subject to income tax and other legally required withholding, and will
be reported by the Company as income to you on IRS Form W-2 for 2012.

(c) Equity Vesting; Acceleration; Exercise. Executive has been granted
stock options and restricted stock units (“Executive153s Equity
Awards“) pursuant to the Company153s Stock Option Plan as amended
(“Plan“), on the terms provided in the applicable
equity grant agreements issued to Executive. You acknowledge that you are not
presently entitled to any additional grants of stock options or other equity in
your capacity as an employee of the Company, nor will be after the Separation
Date.

The provisions of the Plan that establish a vesting schedule will be modified
in part as follows with respect to Executive153s Equity Awards:

(i) Your present unvested stock options and unvested restricted stock units
will continue to vest through the Separation Date, on the vesting schedule
specified in each particular grant, as long as you continue to remain

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employed by the Company until the Separation Date;

(ii) Subject to approval by the Compensation Committee of the Company153s Board
of Directors (“Compensation Committee“), upon the
Separation Date the Company agrees to provide you (and will so recommend to the
Compensation Committee) with fifteen (15) months of accelerated vesting of your
unvested stock options and your unvested restricted stock units
(“Accelerated Equity“), as long as you continue to
remain employed by the Company until the Separation Date;

(iii) Except as provided in this Section 2(c), any other unvested stock
options or unvested RSUs otherwise held by you as of the Separation Date, or as
of the earlier termination of employment if applicable, shall be canceled;

(iv) The period of time you have to exercise any vested options, including
Accelerated Equity, is defined in the applicable equity grant agreements, and
generally is three (3) months after the termination of “Service” as defined in
the Plan, which termination of Service shall be the Separation Date or the
earlier termination of employment if applicable. Notwithstanding the foregoing,
and subject to approval by the Compensation Committee, the Company agrees (and
will so recommend to the Compensation Committee) to extend the period of time
you have to exercise by the same amount of time you are precluded from doing so
as a result of the black-out period described in Section 9 below, but not beyond
the original seven (7) year (or other duration, as applicable) expiration date
of each option grant.

(d) COBRA Payments. After your Separation Date, you will receive a
COBRA notification statement that will explain your entitlement to purchase for
a limited period of time continued health insurance coverage under the Company153s
existing health care policies, at your own cost. The amount of your monthly
COBRA payment will vary, depending upon the number of dependents you choose to
cover. The Company shall pay your monthly COBRA payments for a total of eighteen
(18) months or until you obtain comparable group health insurance coverage,
whichever occurs first.

3. Acknowledgment of Consideration. You acknowledge that the payments
and benefits described in Section 2 represent amounts and benefits above and
beyond those to which you would be entitled if you did not enter into this
Agreement including the Further Release.

4. Non-Solicit; No Hire. You agree and acknowledge that, in
consideration of the Company153s agreement to pay the amounts and provide the
benefits described in this Agreement, for a period of two (2) years following
the Separation Date you will not hire or solicit for employment any employee of
the Company, or otherwise encourage any employee to resign from their employment
at the Company.

5. Cooperation. You agree to cooperate fully with the Company and its
affiliates, including any attorney retained thereby, in connection with any
pending or future litigation or investigatory matter, including but not limited
to, the Harkabi, Elazar v. SanDisk Corporation case currently pending
in the U.S. District Court for the Southern District of New York. You
acknowledge that such cooperation may include, but not be limited to, your: (a)
being available for an interview by the Company or its attorneys at mutually
convenient times, (b) being available for depositions, trial preparation, trial,
or other matters in connection with litigation or investigatory matters; (c)
providing to the Company any documents in your possession or under your control
that may relate to such litigation or investigatory matters; and (d) providing
truthful sworn statements and testimony in connection with such matters. The
Company agrees to reimburse all reasonable travel and incidental expenses
incurred by you in performing your obligations under this Section 5.

6. Proprietary Information and Inventions Agreement. You acknowledge
and agree that you will remain bound by and comply in all respects with your
Proprietary Information and Inventions Agreement, dated as of May 18, 1998, a
copy of which is attached as Appendix B
(“PIIA“), on the terms set forth therein. In the event
of any conflict between the provisions of the PIIA and this Agreement, the
provisions of this Agreement shall apply.

7. Confidential Information/Company Property. You acknowledge that all
tangible information, including all files, records, summaries, bills, invoices,
copies, excerpts, data, memoranda, letters, notes, written policies and
procedures manuals and other information or material pertaining to your work at
the Company or containing confidential information that came into your custody,
possession or knowledge or were compiled prepared, developed or used by you at
any time in the course of or in connection with your work at the Company,
including but not limited to inventor notebooks, and all tangible property put
in your custody or possession by the Company in connection with your work at the
Company, is solely the

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property of the Company, and you agree that upon or before the Separation
Date (notwithstanding any contrary term in the PIIA) you will promptly return
all such tangible information in your possession or control, as well as any
other Company property or equipment, except for Company mementos of a personal
nature, or as may otherwise be agreed.

8. 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
during your employment.

9. Trading in Company Securities; Transitional Restriction. You agree
and acknowledge that, in consideration of the Company153s agreement to pay the
amounts and provide the benefits described in this Agreement, you and your
Related Persons as defined in the Company153s Insider Trading Policy may not trade
in Company Securities during the period beginning thirty (30) days prior to the
end of the Company153s fourth quarter of fiscal year 2011 and ending after the
close of market on the second business day after the financial results of the
Company153s operations for such quarter are publicly announced. Notwithstanding
the expiration of the foregoing period, federal law prohibits your trading at
any time you are in possession of material non-public information concerning the
Company.

10. Post-Resignation Date Indemnification. The terms of your
Indemnification Agreement, dated October 23, 2003, including Section 11 thereof,
and the Company153s Bylaws, consistent with Delaware law, shall govern any
indemnity rights you may have regarding claims that arise from facts or
circumstances that arise prior to the Separation Date.

11. Benefit to Executive153s Estate. Notwithstanding anything in this
Agreement to the contrary, in the event of your death prior to December 31,
2011, the date “December 31, 2011” in each of Sections 1 and 2 of this Agreement
will be deemed to instead be the date of your death. If this Section 11 becomes
applicable, then, for purposes of the three (3) months generally indicated in
Section 2(c)(iv) of this Agreement, vested Executive153s Equity Awards, including
any Accelerated Equity, may be exercised by your legal representative subsequent
to your death by the later of: (a) such period provided for in the applicable
Stock Option Agreement or Restricted Stock Unit Issuance Agreement, or (b)
during 90 days after the earlier of (x) the date of notice by your legal
representative to the Company of your death or (y) the date three months after
the date of your death; provided that such person provides the Company with
reasonable evidence of the right of such person to exercise the stock options,
including any Accelerated Equity. For the avoidance of doubt, the restriction
set forth in Section 9 shall only apply if such legal representative is a
Related Person.

12. Full and General Release of the Company. In consideration for the
payments and benefits provided for in this Agreement, you unconditionally
release and forever discharge the Company, and its affiliates, parents,
subsidiaries, related companies, successors, predecessors, and assigns, and all
of its and their officers, directors, partners, shareholders, employees,
consultants, agents, representatives, and attorneys, past and present, and each
of them (collectively referred to herein as “Releasees”), from any and all
claims, demands, actions, suits, causes of action, obligations, damages and
liabilities of whatever kind or nature, based on any act, omission, event,
occurrence, or nonoccurrence from the beginning of time to the date of execution
of this Agreement, including, but not limited to, claims that arise out of or in
any way relate to your employment or separation from employment with the
Company. You acknowledge and agree that except for the consideration specified
in this Agreement this general release includes, but is not limited to, any
claims for salary, bonuses, compensation, wages, penalties, premiums, severance
pay, vacation pay or any benefits, including under the Employee Retirement
Income Security Act of 1974, as amended. You further acknowledge and agree that
this general release includes, but is not limited to, claims of breach of
implied or express employment contracts or covenants, defamation, wrongful
termination, public policy violations, fraud or negligent misrepresentation,
emotional distress and related matters, claims of discrimination, retaliation or
harassment under federal, state or local laws, and claims based on any federal,
state or other governmental statute, regulation or ordinance, including, but not
limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, the Americans With Disabilities Act, the Family and Medical
Leave Act, the California Fair Employment and Housing Act, the California Labor
Code, the California Family Rights Act, the California Constitution, the
California Industrial Welfare Commission Wage Orders, and the California
Government Code. You expressly understand that among the various rights and
claims being waived by you in this Agreement are those arising under the Age
Discrimination in Employment Act of 1967 (“ADEA”), as amended, and in that
regard you specifically acknowledge that you have read and understand the
provisions of Section17 below before signing this Agreement.

Excluded from this Release are any claims or rights that cannot be waived by
law. These rights include the right to file a charge of discrimination with, or
participate in an investigation conducted by, an administrative agency. You are
waiving, however, your right to any monetary recovery or other relief in
connection with such a charge. Also excluded from this Release

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are any rights or claims arising under this Agreement or the terms of your
Indemnification Agreement, dated October 23, 2003, including your right to be
reimbursed for legal or other expenses you reasonably incur as the result of
your discharge of duties for the Company.

13. Release of You from Known Claims. In consideration for your
promises set forth in this Agreement, the Company hereby releases you and your
attorney(s), agents, representatives, successors, and assigns from any and all
known claims, demands, actions, suits, causes of action, obligations, damages
and liabilities of whatever kind or nature, based on any act, omission, event,
occurrence, or nonoccurrence from the beginning of time to the date of execution
of this Agreement.

Excluded from this Release are any unknown claims as well as any claims or
rights arising under this Agreement or the PIIA.

14. Covenant Not to Sue. Besides waiving and releasing the claims
covered by Section 12 above, you represent and warrant that you have not filed,
and agree that you will not file, or cause to be filed, any judicial complaint
or lawsuit involving any claims you have released in Section 12, and you agree
to withdraw any judicial complaints or lawsuits you have filed, or were filed on
your behalf, prior to the effective date of this Agreement. Notwithstanding this
Covenant Not to Sue, you may bring a claim against the Company to enforce this
Agreement or to challenge the validity of this Agreement under the ADEA. You
agree and acknowledge that if you sue the Company or any other Releasee in
violation of this Agreement, then you shall pay all legal expenses, including
reasonable attorneys153 fees, incurred by any Releasee in defending against your
suit. Alternatively, if you sue the Company in violation of this Agreement, you
may, at the Company153s option, be required to return all monies and other
benefits paid to you pursuant to Section 2 of this Agreement, except for
$1,000.00 (One Thousand Dollars). In that event, the Company shall be excused
from making any further payments or continuing any other benefits otherwise owed
to you under Section 2 of this Agreement.

In consideration for your promises set forth in this Agreement, the Company
promises and agrees that it will not file, or cause to be filed, any judicial
complaint or lawsuit involving any claims that it has released in Section 13,
above, except by way of setoff against any claims you may file or to seek
recovery from you for any breach of this Agreement, including but not limited to
a breach of this Section 14.

15. Release of Unknown Claims by You. For the purpose of implementing
a full and complete release, you expressly acknowledge and agree that this
Agreement resolves all legal claims you may have against the Company and the
Releasees as of the date of this Agreement, including but not limited to claims
that you did not know or suspect to exist in your favor at the time of the
effective date of this Agreement, despite the fact that California Civil Code
section 1542 or other applicable law may provide otherwise. You expressly waive
any and all rights which you may have under the provisions of section 1542 of
the California Civil Code or any similar law. Section 1542 provides:

“A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement
with the debtor.”

16. Further Release of Claims. In consideration for the compensation
and benefits being provided to you in this Agreement, you hereby agree to
execute within five (5) days following your Separation Date the Further Release
attached hereto as Appendix A and incorporated herein by reference as a
condition to receiving the payments and benefits described in Section 2 of this
Agreement.

17. Voluntary Agreement. You acknowledge that you hereby have been
advised in writing to consult with an attorney before you sign this Agreement.
You understand that you have twenty-one (21) days within which to decide whether
to sign this Agreement, although you may sign this Agreement at any time within
the twenty-one (21) day period. If you do sign it, you also understand that you
will have an additional seven (7) days after you sign to change your mind and
revoke the Agreement, in which case a written notice of revocation must be
delivered to Tom Baker, SVP Human Resources, 601 McCarthy Blvd,
Milpitas, CA 95035, on or before the seventh (7th) day after your
execution of the Agreement. You understand that the Agreement will not become
effective until after that seven (7) day period has passed. You acknowledge that
you are signing this Agreement knowingly and voluntarily and intend to be bound
legally by its terms.

18. Tax Indemnification. You understand and agree that the Company and
its attorneys have not and are not

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providing tax or legal advice, nor making representations regarding tax
obligations or consequences, if any, related to this Agreement. You further
agree that other than the taxes paid by Company under Section 2 you will assume
any tax obligations to which you may be subject as a result of the compensation
paid or accrued under this Agreement (“Taxes“), and
you shall not seek any indemnification from the Company in this regard. You
agree that in the event that any taxing body determines that additional Taxes
are due from you, you acknowledge and assume all responsibility for the payment
of any such Taxes and agree to indemnify, defend and hold the Company harmless
for the payment of such Taxes. You further agree to pay, on the Company153s
behalf, any interest or penalties imposed on the Company as a consequence of
your failure to pay Taxes, and to pay any judgments, penalties, Taxes, costs and
attorneys153 fees incurred by the Company as a consequence of your failure to pay
Taxes.

19. Entire Agreement; No Representations. This Agreement and its
appendices set forth the entire agreement between you and the Company pertaining
to the subject matter of this Agreement. You hereby acknowledge that no promise
or inducement has been offered to you, except as expressly stated above, and
that you are relying upon none. This Agreement may not be amended, modified or
superseded except by a written agreement signed by both you and the Company. No
oral statement by any employee of the Company shall modify or otherwise affect
the terms and provisions of this Agreement.

20. On-The-Job Injury. You hereby certify that as of the effective
date you have not experienced a job145related illness or injury for which you have
not already filed a claim.

21. Public Filing Obligation Acknowledgment. You acknowledge and
understand the for purposes of the Securities Exchange Act and/or Securities and
Exchange Commission requirements, the Company may be required to file a public
disclosure regarding both your departure and the terms of and/or a copy of this
Agreement.

22. Binding Agreement. This Agreement shall be binding upon you and
your heirs, administrators, representatives, executors, successors and assigns,
and shall inure to the benefit of the Company and its affiliates, and each of
them, and to their heirs, administrators, representatives, executors,
successors, and assigns.

23. Severability. Should any provision of this Agreement be declared
or be determined by any court to be illegal or invalid, the validity of the
remaining parts, terms, or provisions shall not be affected, and said illegal or
invalid part, term, or provision shall be deemed not to be part of this
Agreement. Specifically, should a court or government agency conclude that a
particular claim may not be released as a matter of law, it is the intention of
the parties that the general release, the waiver of unknown claims and the
covenant not to sue above shall otherwise remain effective to release any and
all other claims.

24. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed to be an original and both of which
taken together shall constitute one and the same agreement.

25. Governing Law. This Agreement is made and entered into in the
State of California and shall in all respects be interpreted, enforced, and
governed under the law of that state. The language of all parts in this
Agreement shall be construed as a whole, according to fair meaning, and not
strictly for or against any party.

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.

Dated:	November 17, 2011		/s/ Yoram Cedar
			Yoram Cedar
Dated:	November 17, 2011		SANDISK CORPORATION
		By:	/s/ Tom Baker
		Its:	SVP Human Resources

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APPENDIX A

FURTHER RELEASE OF CLAIMS

[TO BE EXECUTED AFTER THE SEPARATION
DATE]

This Further Release of Claims (“Further Release”) is executed between Yoram
Cedar (“Executive” or
“you“) and SanDisk Corporation on behalf of itself,
its subsidiaries and company affiliates (collectively
“SanDisk” or the
“Company“).

1. Further Full and General Release of the Company. In
consideration for the payments and benefits provided to you in the Agreement
dated November 17, 2011 (“Separation Agreement“) to
which this Further Release of Claims is Appendix A, you unconditionally release
and forever discharge the Company, and its affiliates, parents, subsidiaries,
related companies, successors, predecessors, and assigns, and all of its and
their officers, directors, partners, shareholders, employees, consultants,
agents, representatives, and attorneys, past and present, and each of them
(collectively referred to herein as “Releasees”), from any and all claims,
demands, actions, suits, causes of action, obligations, damages and liabilities
of whatever kind or nature, based on any act, omission, event, occurrence, or
nonoccurrence from the beginning of time to the date of execution of this
Further Release, including, but not limited to, claims that arise out of or in
any way relate to your employment or separation from employment with the
Company. You acknowledge and agree that except for the consideration specified
in the Separation Agreement this general release includes, but is not limited
to, any claims for salary, bonuses, compensation, wages, penalties, premiums,
severance pay, vacation pay or any benefits including under the Employee
Retirement Income Security Act of 1974, as amended. You further acknowledge and
agree that this general release includes, but is not limited to, claims of
breach of implied or express employment contracts or covenants, defamation,
wrongful termination, public policy violations, fraud or negligent
misrepresentation, emotional distress and related matters, claims of
discrimination, retaliation or harassment under federal, state or local laws,
and claims based on any federal, state or other governmental statute, regulation
or ordinance, including, but not limited to, Title VII of the Civil Rights Act
of 1964, as amended, the Civil Rights Act of 1991, the Americans With
Disabilities Act, the Family and Medical Leave Act, the California Fair
Employment and Housing Act, the California Labor Code, the California Family
Rights Act, the California Constitution, the California Industrial Welfare
Commission Wage Orders, and the California Government Code. You expressly
understand that among the various rights and claims being waived by you in this
Further Release are those arising under the Age Discrimination in Employment Act
of 1967 (“ADEA”), as amended, and in that regard you specifically acknowledge
that you have read and understand the provisions of paragraph 5 below before
signing this Further Release.

Excluded from this Further Release are any claims or rights that cannot be
waived by law. These rights include the right to file a charge of discrimination
with, or participate in an investigation conducted by, an administrative agency.
You are waiving, however, your right to any monetary recovery or other relief in
connection with such a charge. Also excluded from this Further Release are any
rights or claims arising under the Separation Agreement or the terms of your
Indemnification Agreement, dated October 23, 2003, including your right to be
reimbursed for legal or other expenses you reasonably incur as the result of
your discharge of duties for the Company.

2. Further Release of You from Known Claims. In
consideration for your promises set forth in the Separation Agreement and this
Further Release, the Company hereby releases you and your attorney(s), agents,
representatives, successors, and assigns from any and all known claims, demands,
actions, suits, causes of action, obligations, damages and liabilities of
whatever kind or nature, based on any act, omission, event, occurrence, or
nonoccurrence from the beginning of time to the date of execution of this
Further Release.

Excluded from this Release are any unknown claims as well as any claims or
rights arising under the Separation Agreement or the PIIA.

3. Covenant Not to Sue. Besides waiving and releasing the
claims covered by paragraph 1 above, you represent and warrant that you have not
filed, and agree that you will not file, or cause to be filed, any judicial
complaint or lawsuit involving any claims you have released in paragraph 1, and
you agree to withdraw any judicial complaints or lawsuits you have filed, or
were filed on your behalf, prior to the effective date of this Further Release.
Notwithstanding this Covenant Not to Sue, you may bring a claim against the
Company to enforce the Separation Agreement or Further Release or to challenge

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the validity of the Separation Agreement or Further Release under the ADEA.
You agree and acknowledge that if you sue the Company or any other Releasee in
violation of this Agreement, then you shall pay all legal expenses, including
reasonable attorneys153 fees, incurred by any Releasee in defending against your
suit. Alternatively, if you sue the Company in violation of this Agreement, you
may, at the Company153s option, be required to return all monies and other
benefits paid to you pursuant to Section 2 of the Separation Agreement, except
for $1,000.00 (One Thousand Dollars). In that event, the Company shall be
excused from making any further payments or continuing any other benefits
otherwise owed to you under Section 2 of the Separation Agreement.

In consideration for your promises set forth in the Separation Agreement, the
Company promises and agrees that it will not file, or cause to be filed, any
judicial complaint or lawsuit involving any claims that it has released in
Section 2 above of this Further Release.

4. Release of Unknown Claims by You. For the purpose of
implementing a full and complete release, you expressly acknowledge and agree
that this Agreement resolves all legal claims you may have against the Company
and the Releasees as of the date of this Agreement, including but not limited to
claims that you did not know or suspect to exist in your favor at the time of
the effective date of this Agreement, despite the fact that California Civil
Code section 1542 or other applicable law may provide otherwise. You expressly
waive any and all rights which you may have under the provisions of section 1542
of the California Civil Code or any similar law. Section 1542 provides:

“A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement
with the debtor.”

5. Voluntary Agreement. You acknowledge that you hereby have
been advised in writing to consult with an attorney before you sign this Further
Release. You confirm that you have had in excess of twenty-one (21) days to
decide whether to sign this Further Release, and you understand that you have
five (5) days after the Separation Date (as defined in the Separation Agreement)
to sign this Further Release. If you do sign it, you also understand that you
will have an additional seven (7) days after you sign to change your mind and
revoke the Further Release, in which case a written notice of revocation must be
delivered to Tom Baker, SVP Human Resources, 601 McCarthy Blvd,
Milpitas, CA 95035, on or before the seventh (7th) day after your
execution of the Further Release. You understand that the Further Release will
not become effective until after that seven (7) day period has passed. You
acknowledge that you are signing this Further Release knowingly and voluntarily
and intend to be bound legally by its terms.

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.

Dated:	January 4, 2012		/s/ Yoram Cedar
			Executive
Dated:	January 4, 2012		SANDISK CORPORATION
		By:	/s/ Tom Baker
		Its:	SVP Human Resources

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