X0202 4 2008-05-28 1 0001000180 SANDISK CORP SNDK 0001192391 FEDERMAN IRWIN 601 MCCARTHY BLVD. MILPITAS CA 95035 1 0 0 0 Common Stock 2008-05-28 4 A 0 2814 A 75338 D Non-Qualified Stock Option (Right to Buy) 28.10 2008-05-28 4 A 0 6250 0 A 2015-05-27 Common Stock 6250 6250 D Represents an award of restricted stock units under the Issuer's 2005 Incentive Plan. Each such unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit. All the awarded units will vest upon the Reporting Person's continued service as a member of the Issuer's Board of Directors until the earlier of (i) the expiration of the one-year period measured from the award date or (ii) the day immediately preceding the date of the 2009 annual meeting of the Issuer's stockholders. Includes 2,814 shares of the Issuer's common stock subject to restricted stock units, and those shares will not actually be issued until the units vest. Option shall be immediately exercisable for any or all of the option shares. However, any shares purchased under the option shall be subject to repurchase by the Corporation, at the exercise price paid per share, upon the Optionee's cessation of Board service prior to vesting in those shares. Option shall vest, and the Corporation's repurchase right shall lapse, upon the Reporting Person's continued service as a Board member until the earlier of (i) the expiration of the one-year period measured from the award date or (ii) the day immediately preceding the date of the 2009 annual meeting of the Issuer's stockholders. Sharon L. Spehar - Attorney in Fact for Irwin Federman 2008-05-30