X0202 4 2004-12-17 0001000180 SANDISK CORP SNDK 0001242653 CHAN NELSON C 140 CASPIAN COURT SUNNYVALE CA 94089 0 1 0 0 EVP&GM Consumer & Handset Bus. Employee Stock Option (Right to Buy) .5625 2004-12-17 4 J 0 2044 0 D 1998-12-19 2004-12-19 Common Stock 2044 0 I (2) Option Grant shall become exercisable with respect to (i) 25% of the option shares upon optionee's completion of 1 year of service from the vesting commencement date and (ii) the balance of the option shares in equal quarterly installments upon optionee's completion of each of the next 36 months of service measured from and after the 1st anniversary of vesting commencement date. The option was granted to the reporting person. Pursuant to a marriage dissolution agreement, the reporting person is deemed to hold the option solely for the benefit of his ex-spouse and may exercise the option solely upon the direction of the ex-spouse, who is solely entitled to the shares upon exercise. The reporting person disclaims beneficial ownership of the option and any pecuniary interest therein. Sharon L. Spehar - Attorney in Fact for Nelson C. Chan 2004-12-21