{"id":43590,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-sandisk-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-sandisk-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/separation-agreement-sandisk-corp.html","title":{"rendered":"Separation Agreement – SanDisk Corp."},"content":{"rendered":"

AGREEMENT<\/u><\/strong><\/p>\n

This Agreement (“Agreement<\/em><\/strong>“) is entered into this
\n17th day of November, 2011 (the “Effective Date<\/em><\/strong>“) by
\nand between Yoram Cedar (“Executive<\/em><\/strong>” or
\n“you<\/em><\/strong>“), an individual, and SanDisk Corporation, a
\nDelaware corporation, on behalf of itself, its subsidiaries and company
\naffiliates (collectively “SanDisk<\/em><\/strong>” or the
\n“Company<\/em><\/strong>“).<\/p>\n<\/p>\n

WHEREAS, Executive has been employed at the Company for 13 years and served
\nin various executive capacities;<\/p>\n<\/p>\n

WHEREAS, the Company acknowledges the leadership and technological
\ncontributions Executive has made to the Company over the years; and,<\/p>\n<\/p>\n

WHEREAS, Executive and the Company have mutually agreed that Executive will
\nresign from his employment at the Company effective December 31, 2011.<\/p>\n<\/p>\n

NOW THEREFORE the Company and Executive agree as follows:<\/p>\n<\/p>\n

1. Executive153s Relationship with the Company<\/u>.
\n<\/strong>Executive acknowledges that he has been and is an at-will employee of
\nthe Company and currently serves as Executive Vice President and Chief
\nTechnology Officer. The parties have mutually agreed Executive is resigning from
\nthe Company and that his employment shall terminate on December 31, 2011
\n(“Separation Date<\/em><\/strong>“). Provided Executive signs and does
\nnot revoke this Agreement, and continues to performs his duties and obligations
\nin a responsible and professional manner, the Company agrees to continue
\nExecutive153s employment until the Separation date at his current annual base pay
\nof $485,000, to be paid on a pro rata basis in accordance with the Company153s
\nregular payroll practices. You acknowledge this compensation will be subject to
\nincome tax and other legally required withholding, and will be reported by the
\nCompany as income to you on IRS Form W-2 for 2011.<\/p>\n<\/p>\n

2. Consideration<\/u>. In exchange for your promises in this Agreement, and
\nin particular your covenants in Sections 4, 5, 6, 7, 8, 9, 12, 14, 16, and 18 of
\nthis Agreement, and provided that i) you timely sign and do not revoke this
\nAgreement under Section 17, ii) you remain an employee until the Separation
\nDate, and iii) no later than five (5) days after the Separation Date you timely
\nsign and do not revoke the Further Release of Claims set forth in Appendix
\nA<\/u> of this Agreement (“Further Release<\/em><\/strong>“), except
\nwhere expressly provided otherwise below the following shall apply:<\/p>\n<\/p>\n

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

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

(c) Equity Vesting; Acceleration; Exercise<\/u>. Executive has been granted
\nstock options and restricted stock units (“Executive153s Equity
\nAwards<\/em><\/strong>“) pursuant to the Company153s Stock Option Plan as amended
\n(“Plan<\/em><\/strong>“), on the terms provided in the applicable
\nequity grant agreements issued to Executive. You acknowledge that you are not
\npresently entitled to any additional grants of stock options or other equity in
\nyour capacity as an employee of the Company, nor will be after the Separation
\nDate.<\/p>\n<\/p>\n

The provisions of the Plan that establish a vesting schedule will be modified
\nin part as follows with respect to Executive153s Equity Awards:<\/p>\n<\/p>\n

(i) Your present unvested stock options and unvested restricted stock units
\nwill continue to vest through the Separation Date, on the vesting schedule
\nspecified in each particular grant, as long as you continue to remain<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

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

employed by the Company until the Separation Date;<\/p>\n<\/p>\n

(ii) Subject to approval by the Compensation Committee of the Company153s Board
\nof Directors (“Compensation Committee<\/em><\/strong>“), upon the
\nSeparation Date the Company agrees to provide you (and will so recommend to the
\nCompensation Committee) with fifteen (15) months of accelerated vesting of your
\nunvested stock options and your unvested restricted stock units
\n(“Accelerated Equity<\/em><\/strong>“), as long as you continue to
\nremain employed by the Company until the Separation Date;<\/p>\n<\/p>\n

(iii) Except as provided in this Section 2(c), any other unvested stock
\noptions or unvested RSUs otherwise held by you as of the Separation Date, or as
\nof the earlier termination of employment if applicable, shall be canceled;<\/p>\n<\/p>\n

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

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

3. Acknowledgment of Consideration<\/u>. You acknowledge that the payments
\nand benefits described in Section 2 represent amounts and benefits above and
\nbeyond those to which you would be entitled if you did not enter into this
\nAgreement including the Further Release.<\/p>\n<\/p>\n

4. Non-Solicit; No Hire<\/u>. You agree and acknowledge that, in
\nconsideration of the Company153s agreement to pay the amounts and provide the
\nbenefits described in this Agreement, for a period of two (2) years following
\nthe Separation Date you will not hire or solicit for employment any employee of
\nthe Company, or otherwise encourage any employee to resign from their employment
\nat the Company.<\/p>\n<\/p>\n

5. Cooperation<\/u>. You agree to cooperate fully with the Company and its
\naffiliates, including any attorney retained thereby, in connection with any
\npending or future litigation or investigatory matter, including but not limited
\nto, the Harkabi, Elazar v. SanDisk Corporation<\/em> case currently pending
\nin the U.S. District Court for the Southern District of New York. You
\nacknowledge that such cooperation may include, but not be limited to, your: (a)
\nbeing available for an interview by the Company or its attorneys at mutually
\nconvenient times, (b) being available for depositions, trial preparation, trial,
\nor other matters in connection with litigation or investigatory matters; (c)
\nproviding to the Company any documents in your possession or under your control
\nthat may relate to such litigation or investigatory matters; and (d) providing
\ntruthful sworn statements and testimony in connection with such matters. The
\nCompany agrees to reimburse all reasonable travel and incidental expenses
\nincurred by you in performing your obligations under this Section 5.<\/p>\n<\/p>\n

6. Proprietary Information and Inventions Agreement<\/u>. You acknowledge
\nand agree that you will remain bound by and comply in all respects with your
\nProprietary Information and Inventions Agreement, dated as of May 18, 1998, a
\ncopy of which is attached as Appendix B<\/u>
\n(“PIIA<\/em><\/strong>“), on the terms set forth therein. In the event
\nof any conflict between the provisions of the PIIA and this Agreement, the
\nprovisions of this Agreement shall apply.<\/p>\n<\/p>\n

7. Confidential Information\/Company Property<\/u>. You acknowledge that all
\ntangible information, including all files, records, summaries, bills, invoices,
\ncopies, excerpts, data, memoranda, letters, notes, written policies and
\nprocedures manuals and other information or material pertaining to your work at
\nthe Company or containing confidential information that came into your custody,
\npossession or knowledge or were compiled prepared, developed or used by you at
\nany time in the course of or in connection with your work at the Company,
\nincluding but not limited to inventor notebooks, and all tangible property put
\nin your custody or possession by the Company in connection with your work at the
\nCompany, is solely the<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

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

property of the Company, and you agree that upon or before the Separation
\nDate (notwithstanding any contrary term in the PIIA) you will promptly return
\nall such tangible information in your possession or control, as well as any
\nother Company property or equipment, except for Company mementos of a personal
\nnature, or as may otherwise be agreed.<\/p>\n<\/p>\n

8. No Unlawful Conduct<\/u>. You warrant that you have not engaged in any
\nunlawful conduct in the course of the discharge of your duties for the Company
\nduring your employment.<\/p>\n<\/p>\n

9. Trading in Company Securities; Transitional Restriction<\/u>. You agree
\nand acknowledge that, in consideration of the Company153s agreement to pay the
\namounts and provide the benefits described in this Agreement, you and your
\nRelated Persons as defined in the Company153s Insider Trading Policy may not trade
\nin Company Securities during the period beginning thirty (30) days prior to the
\nend of the Company153s fourth quarter of fiscal year 2011 and ending after the
\nclose of market on the second business day after the financial results of the
\nCompany153s operations for such quarter are publicly announced. Notwithstanding
\nthe expiration of the foregoing period, federal law prohibits your trading at
\nany time you are in possession of material non-public information concerning the
\nCompany.<\/p>\n<\/p>\n

10. Post-Resignation Date Indemnification<\/u>. The terms of your
\nIndemnification Agreement, dated October 23, 2003, including Section 11 thereof,
\nand the Company153s Bylaws, consistent with Delaware law, shall govern any
\nindemnity rights you may have regarding claims that arise from facts or
\ncircumstances that arise prior to the Separation Date.<\/p>\n<\/p>\n

11. Benefit to Executive153s Estate<\/u>. Notwithstanding anything in this
\nAgreement to the contrary, in the event of your death prior to December 31,
\n2011, the date “December 31, 2011” in each of Sections 1 and 2 of this Agreement
\nwill be deemed to instead be the date of your death. If this Section 11 becomes
\napplicable, then, for purposes of the three (3) months generally indicated in
\nSection 2(c)(iv) of this Agreement, vested Executive153s Equity Awards, including
\nany Accelerated Equity, may be exercised by your legal representative subsequent
\nto your death by the later of: (a) such period provided for in the applicable
\nStock Option Agreement or Restricted Stock Unit Issuance Agreement, or (b)
\nduring 90 days after the earlier of (x) the date of notice by your legal
\nrepresentative to the Company of your death or (y) the date three months after
\nthe date of your death; provided that such person provides the Company with
\nreasonable evidence of the right of such person to exercise the stock options,
\nincluding any Accelerated Equity. For the avoidance of doubt, the restriction
\nset forth in Section 9 shall only apply if such legal representative is a
\nRelated Person.<\/p>\n<\/p>\n

12. Full and General Release of the Company<\/u>. In consideration for the
\npayments and benefits provided for in this Agreement, you unconditionally
\nrelease and forever discharge the Company, and its affiliates, parents,
\nsubsidiaries, related companies, successors, predecessors, and assigns, and all
\nof its and their officers, directors, partners, shareholders, employees,
\nconsultants, agents, representatives, and attorneys, past and present, and each
\nof them (collectively referred to herein as “Releasees”), from any and all
\nclaims, demands, actions, suits, causes of action, obligations, damages and
\nliabilities of whatever kind or nature, based on any act, omission, event,
\noccurrence, or nonoccurrence from the beginning of time to the date of execution
\nof this Agreement, including, but not limited to, claims that arise out of or in
\nany way relate to your employment or separation from employment with the
\nCompany. You acknowledge and agree that except for the consideration specified
\nin this Agreement this general release includes, but is not limited to, any
\nclaims for salary, bonuses, compensation, wages, penalties, premiums, severance
\npay, vacation pay or any benefits, including under the Employee Retirement
\nIncome Security Act of 1974, as amended. You further acknowledge and agree that
\nthis general release includes, but is not limited to, claims of breach of
\nimplied or express employment contracts or covenants, defamation, wrongful
\ntermination, public policy violations, fraud or negligent misrepresentation,
\nemotional distress and related matters, claims of discrimination, retaliation or
\nharassment under federal, state or local laws, and claims based on any federal,
\nstate or other governmental statute, regulation or ordinance, including, but not
\nlimited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil
\nRights Act of 1991, the Americans With Disabilities Act, the Family and Medical
\nLeave Act, the California Fair Employment and Housing Act, the California Labor
\nCode, the California Family Rights Act, the California Constitution, the
\nCalifornia Industrial Welfare Commission Wage Orders, and the California
\nGovernment Code. You expressly understand that among the various rights and
\nclaims being waived by you in this Agreement are those arising under the Age
\nDiscrimination in Employment Act of 1967 (“ADEA”), as amended, and in that
\nregard you specifically acknowledge that you have read and understand the
\nprovisions of Section17 below before signing this Agreement.<\/p>\n<\/p>\n

Excluded from this Release are any claims or rights that cannot be waived by
\nlaw. These rights include the right to file a charge of discrimination with, or
\nparticipate in an investigation conducted by, an administrative agency. You are
\nwaiving, however, your right to any monetary recovery or other relief in
\nconnection with such a charge. Also excluded from this Release<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

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

are any rights or claims arising under this Agreement or the terms of your
\nIndemnification Agreement, dated October 23, 2003, including your right to be
\nreimbursed for legal or other expenses you reasonably incur as the result of
\nyour discharge of duties for the Company.<\/p>\n<\/p>\n

13. Release of You from Known Claims<\/u>. In consideration for your
\npromises set forth in this Agreement, the Company hereby releases you and your
\nattorney(s), agents, representatives, successors, and assigns from any and all
\nknown claims, demands, actions, suits, causes of action, obligations, damages
\nand liabilities of whatever kind or nature, based on any act, omission, event,
\noccurrence, or nonoccurrence from the beginning of time to the date of execution
\nof this Agreement.<\/p>\n<\/p>\n

Excluded from this Release are any unknown claims as well as any claims or
\nrights arising under this Agreement or the PIIA.<\/p>\n<\/p>\n

14. Covenant Not to Sue<\/u>. Besides waiving and releasing the claims
\ncovered by Section 12 above, you represent and warrant that you have not filed,
\nand agree that you will not file, or cause to be filed, any judicial complaint
\nor lawsuit involving any claims you have released in Section 12, and you agree
\nto withdraw any judicial complaints or lawsuits you have filed, or were filed on
\nyour behalf, prior to the effective date of this Agreement. Notwithstanding this
\nCovenant Not to Sue, you may bring a claim against the Company to enforce this
\nAgreement or to challenge the validity of this Agreement under the ADEA. You
\nagree and acknowledge that if you sue the Company or any other Releasee in
\nviolation of this Agreement, then you shall pay all legal expenses, including
\nreasonable attorneys153 fees, incurred by any Releasee in defending against your
\nsuit. Alternatively, if you sue the Company in violation of this Agreement, you
\nmay, at the Company153s option, be required to return all monies and other
\nbenefits paid to you pursuant to Section 2 of this Agreement, except for
\n$1,000.00 (One Thousand Dollars). In that event, the Company shall be excused
\nfrom making any further payments or continuing any other benefits otherwise owed
\nto you under Section 2 of this Agreement.<\/p>\n<\/p>\n

In consideration for your promises set forth in this Agreement, the Company
\npromises and agrees that it will not file, or cause to be filed, any judicial
\ncomplaint or lawsuit involving any claims that it has released in Section 13,
\nabove, except by way of setoff against any claims you may file or to seek
\nrecovery from you for any breach of this Agreement, including but not limited to
\na breach of this Section 14.<\/p>\n<\/p>\n

15. Release of Unknown Claims by You<\/u>. For the purpose of implementing
\na full and complete release, you expressly acknowledge and agree that this
\nAgreement resolves all legal claims you may have against the Company and the
\nReleasees as of the date of this Agreement, including but not limited to claims
\nthat you did not know or suspect to exist in your favor at the time of the
\neffective date of this Agreement, despite the fact that California Civil Code
\nsection 1542 or other applicable law may provide otherwise. You expressly waive
\nany and all rights which you may have under the provisions of section 1542 of
\nthe California Civil Code or any similar law. Section 1542 provides:<\/p>\n<\/p>\n

“A general release does not extend to claims which the creditor does not know
\nor suspect to exist in his or her favor at the time of executing the release,
\nwhich if known by him or her must have materially affected his or her settlement
\nwith the debtor.”<\/p>\n<\/p>\n

16. Further Release of Claims<\/u>. In consideration for the compensation
\nand benefits being provided to you in this Agreement, you hereby agree to
\nexecute within five (5) days following your Separation Date the Further Release
\nattached hereto as Appendix A<\/u> and incorporated herein by reference as a
\ncondition to receiving the payments and benefits described in Section 2 of this
\nAgreement.<\/p>\n<\/p>\n

17. Voluntary Agreement<\/u>. You acknowledge that you hereby have been
\nadvised in writing to consult with an attorney before you sign this Agreement.
\nYou understand that you have twenty-one (21) days within which to decide whether
\nto sign this Agreement, although you may sign this Agreement at any time within
\nthe twenty-one (21) day period. If you do sign it, you also understand that you
\nwill have an additional seven (7) days after you sign to change your mind and
\nrevoke the Agreement, in which case a written notice of revocation must be
\ndelivered to Tom Baker, SVP Human Resources, 601 McCarthy Blvd,
\nMilpitas, CA 95035<\/strong>, on or before the seventh (7th) day after your
\nexecution of the Agreement. You understand that the Agreement will not become
\neffective until after that seven (7) day period has passed. You acknowledge that
\nyou are signing this Agreement knowingly and voluntarily and intend to be bound
\nlegally by its terms.<\/p>\n<\/p>\n

18. Tax Indemnification<\/u>. You understand and agree that the Company and
\nits attorneys have not and are not<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

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

providing tax or legal advice, nor making representations regarding tax
\nobligations or consequences, if any, related to this Agreement. You further
\nagree that other than the taxes paid by Company under Section 2 you will assume
\nany tax obligations to which you may be subject as a result of the compensation
\npaid or accrued under this Agreement (“Taxes<\/em><\/strong>“), and
\nyou shall not seek any indemnification from the Company in this regard. You
\nagree that in the event that any taxing body determines that additional Taxes
\nare due from you, you acknowledge and assume all responsibility for the payment
\nof any such Taxes and agree to indemnify, defend and hold the Company harmless
\nfor the payment of such Taxes. You further agree to pay, on the Company153s
\nbehalf, any interest or penalties imposed on the Company as a consequence of
\nyour failure to pay Taxes, and to pay any judgments, penalties, Taxes, costs and
\nattorneys153 fees incurred by the Company as a consequence of your failure to pay
\nTaxes.<\/p>\n<\/p>\n<\/p>\n

19. Entire Agreement; No Representations<\/u>. This Agreement and its
\nappendices set forth the entire agreement between you and the Company pertaining
\nto the subject matter of this Agreement. You hereby acknowledge that no promise
\nor inducement has been offered to you, except as expressly stated above, and
\nthat you are relying upon none. This Agreement may not be amended, modified or
\nsuperseded except by a written agreement signed by both you and the Company. No
\noral statement by any employee of the Company shall modify or otherwise affect
\nthe terms and provisions of this Agreement.<\/p>\n<\/p>\n

20. On-The-Job Injury<\/u>. You hereby certify that as of the effective
\ndate you have not experienced a job145related illness or injury for which you have
\nnot already filed a claim.<\/p>\n<\/p>\n

21. Public Filing Obligation Acknowledgment<\/u>. You acknowledge and
\nunderstand the for purposes of the Securities Exchange Act and\/or Securities and
\nExchange Commission requirements, the Company may be required to file a public
\ndisclosure regarding both your departure and the terms of and\/or a copy of this
\nAgreement.<\/p>\n<\/p>\n

22. Binding Agreement<\/u>. This Agreement shall be binding upon you and
\nyour heirs, administrators, representatives, executors, successors and assigns,
\nand shall inure to the benefit of the Company and its affiliates, and each of
\nthem, and to their heirs, administrators, representatives, executors,
\nsuccessors, and assigns.<\/p>\n<\/p>\n

23. Severability<\/u>. Should any provision of this Agreement be declared
\nor be determined by any court to be illegal or invalid, the validity of the
\nremaining parts, terms, or provisions shall not be affected, and said illegal or
\ninvalid part, term, or provision shall be deemed not to be part of this
\nAgreement. Specifically, should a court or government agency conclude that a
\nparticular claim may not be released as a matter of law, it is the intention of
\nthe parties that the general release, the waiver of unknown claims and the
\ncovenant not to sue above shall otherwise remain effective to release any and
\nall other claims.<\/p>\n<\/p>\n

24. Counterparts<\/u>. This Agreement may be executed in separate
\ncounterparts, each of which shall be deemed to be an original and both of which
\ntaken together shall constitute one and the same agreement.<\/p>\n<\/p>\n

25. Governing Law<\/u>. This Agreement is made and entered into in the
\nState of California and shall in all respects be interpreted, enforced, and
\ngoverned under the law of that state. The language of all parts in this
\nAgreement shall be construed as a whole, according to fair meaning, and not
\nstrictly for or against any party.<\/p>\n<\/p>\n

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL
\nKNOWN AND UNKNOWN CLAIMS.<\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

\n

November 17, 2011<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Yoram Cedar<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Yoram Cedar<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

\n

November 17, 2011<\/p>\n<\/td>\n

<\/td>\n\n

SANDISK CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Tom Baker<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Its:<\/p>\n<\/td>\n

\n

SVP Human Resources<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

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

APPENDIX A<\/u><\/strong><\/p>\n<\/p>\n

\n

FURTHER RELEASE OF CLAIMS<\/u><\/strong><\/p>\n<\/p>\n

[TO BE EXECUTED AFTER<\/u> THE SEPARATION
\nDATE]<\/strong><\/p>\n

This Further Release of Claims (“Further Release”) is executed between Yoram
\nCedar (“Executive<\/em><\/strong>” or
\n“you<\/em><\/strong>“) and SanDisk Corporation on behalf of itself,
\nits subsidiaries and company affiliates (collectively
\n“SanDisk<\/em><\/strong>” or the
\n“Company<\/em><\/strong>“).<\/p>\n<\/p>\n

1. Further Full and General Release of the Company. <\/strong>In
\nconsideration for the payments and benefits provided to you in the Agreement
\ndated November 17, 2011 (“Separation Agreement<\/em><\/strong>“) to
\nwhich this Further Release of Claims is Appendix A, you unconditionally release
\nand forever discharge the Company, and its affiliates, parents, subsidiaries,
\nrelated companies, successors, predecessors, and assigns, and all of its and
\ntheir officers, directors, partners, shareholders, employees, consultants,
\nagents, representatives, and attorneys, past and present, and each of them
\n(collectively referred to herein as “Releasees”), from any and all claims,
\ndemands, actions, suits, causes of action, obligations, damages and liabilities
\nof whatever kind or nature, based on any act, omission, event, occurrence, or
\nnonoccurrence from the beginning of time to the date of execution of this
\nFurther Release, including, but not limited to, claims that arise out of or in
\nany way relate to your employment or separation from employment with the
\nCompany. You acknowledge and agree that except for the consideration specified
\nin the Separation Agreement this general release includes, but is not limited
\nto, any claims for salary, bonuses, compensation, wages, penalties, premiums,
\nseverance pay, vacation pay or any benefits including under the Employee
\nRetirement Income Security Act of 1974, as amended. You further acknowledge and
\nagree that this general release includes, but is not limited to, claims of
\nbreach of implied or express employment contracts or covenants, defamation,
\nwrongful termination, public policy violations, fraud or negligent
\nmisrepresentation, emotional distress and related matters, claims of
\ndiscrimination, retaliation or harassment under federal, state or local laws,
\nand claims based on any federal, state or other governmental statute, regulation
\nor ordinance, including, but not limited to, Title VII of the Civil Rights Act
\nof 1964, as amended, the Civil Rights Act of 1991, the Americans With
\nDisabilities Act, the Family and Medical Leave Act, the California Fair
\nEmployment and Housing Act, the California Labor Code, the California Family
\nRights Act, the California Constitution, the California Industrial Welfare
\nCommission Wage Orders, and the California Government Code. You expressly
\nunderstand that among the various rights and claims being waived by you in this
\nFurther Release are those arising under the Age Discrimination in Employment Act
\nof 1967 (“ADEA”), as amended, and in that regard you specifically acknowledge
\nthat you have read and understand the provisions of paragraph 5 below before
\nsigning this Further Release.<\/p>\n<\/p>\n

Excluded from this Further Release are any claims or rights that cannot be
\nwaived by law. These rights include the right to file a charge of discrimination
\nwith, or participate in an investigation conducted by, an administrative agency.
\nYou are waiving, however, your right to any monetary recovery or other relief in
\nconnection with such a charge. Also excluded from this Further Release are any
\nrights or claims arising under the Separation Agreement or the terms of your
\nIndemnification Agreement, dated October 23, 2003, including your right to be
\nreimbursed for legal or other expenses you reasonably incur as the result of
\nyour discharge of duties for the Company.<\/p>\n<\/p>\n

2. Further Release of You from Known Claims. <\/strong>In
\nconsideration for your promises set forth in the Separation Agreement and this
\nFurther Release, the Company hereby releases you and your attorney(s), agents,
\nrepresentatives, successors, and assigns from any and all known claims, demands,
\nactions, suits, causes of action, obligations, damages and liabilities of
\nwhatever kind or nature, based on any act, omission, event, occurrence, or
\nnonoccurrence from the beginning of time to the date of execution of this
\nFurther Release.<\/p>\n<\/p>\n

Excluded from this Release are any unknown claims as well as any claims or
\nrights arising under the Separation Agreement or the PIIA.<\/p>\n<\/p>\n

3. Covenant Not to Sue. <\/strong>Besides waiving and releasing the
\nclaims covered by paragraph 1 above, you represent and warrant that you have not
\nfiled, and agree that you will not file, or cause to be filed, any judicial
\ncomplaint or lawsuit involving any claims you have released in paragraph 1, and
\nyou agree to withdraw any judicial complaints or lawsuits you have filed, or
\nwere filed on your behalf, prior to the effective date of this Further Release.
\nNotwithstanding this Covenant Not to Sue, you may bring a claim against the
\nCompany to enforce the Separation Agreement or Further Release or to challenge\n<\/p>\n<\/p>\n<\/p>\n

A -1<\/p>\n

\n

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

the validity of the Separation Agreement or Further Release under the ADEA.
\nYou agree and acknowledge that if you sue the Company or any other Releasee in
\nviolation of this Agreement, then you shall pay all legal expenses, including
\nreasonable attorneys153 fees, incurred by any Releasee in defending against your
\nsuit. Alternatively, if you sue the Company in violation of this Agreement, you
\nmay, at the Company153s option, be required to return all monies and other
\nbenefits paid to you pursuant to Section 2 of the Separation Agreement, except
\nfor $1,000.00 (One Thousand Dollars). In that event, the Company shall be
\nexcused from making any further payments or continuing any other benefits
\notherwise owed to you under Section 2 of the Separation Agreement.<\/p>\n<\/p>\n

In consideration for your promises set forth in the Separation Agreement, the
\nCompany promises and agrees that it will not file, or cause to be filed, any
\njudicial complaint or lawsuit involving any claims that it has released in
\nSection 2 above of this Further Release.<\/p>\n<\/p>\n

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

“A general release does not extend to claims which the creditor does not know
\nor suspect to exist in his or her favor at the time of executing the release,
\nwhich if known by him or her must have materially affected his or her settlement
\nwith the debtor.”<\/p>\n<\/p>\n

5. Voluntary Agreement. <\/strong>You acknowledge that you hereby have
\nbeen advised in writing to consult with an attorney before you sign this Further
\nRelease. You confirm that you have had in excess of twenty-one (21) days to
\ndecide whether to sign this Further Release, and you understand that you have
\nfive (5) days after the Separation Date (as defined in the Separation Agreement)
\nto sign this Further Release. If you do sign it, you also understand that you
\nwill have an additional seven (7) days after you sign to change your mind and
\nrevoke the Further Release, in which case a written notice of revocation must be
\ndelivered to Tom Baker, SVP Human Resources, 601 McCarthy Blvd,
\nMilpitas, CA 95035<\/strong>, on or before the seventh (7th) day after your
\nexecution of the Further Release. You understand that the Further Release will
\nnot become effective until after that seven (7) day period has passed. You
\nacknowledge that you are signing this Further Release knowingly and voluntarily
\nand intend to be bound legally by its terms.<\/p>\n<\/p>\n

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL
\nKNOWN AND UNKNOWN CLAIMS.<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

\n

January 4, 2012<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Yoram Cedar<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Executive<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

\n

January 4, 2012<\/p>\n<\/td>\n

<\/td>\n\n

SANDISK CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Tom Baker<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Its:<\/p>\n<\/td>\n

\n

SVP Human Resources<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

A -2<\/p>\n

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