COMPANY LETTERHEAD]
EXHIBIT 10.1
[COMPANY LETTERHEAD]
, 2007
Dear :
Reference is made to that certain Change of Control Benefits Agreement (the “Change of Control
Agreement”), dated as of , by and between you and SanDisk Corporation, a Delaware
corporation (the “Company”). This letter sets forth our agreement to further amend the Change of
Control Agreement as described below.
Section 5.01(b) of the Change of Control Agreement is hereby amended and restated, effective
immediately, to read in its entirety as follows:
“(b) Any stock options or other stock awards (which term includes without
limitation stock appreciation rights, restricted stock, performance shares, and
restricted stock units, whether payable in cash or stock for purposes of this
Agreement) granted to the Executive by the Company that are outstanding immediately
prior to but have not vested as of the date of the Change of Control Termination shall
become 100% vested as of the date of the Change of Control Termination and any option
or similar award may be exercised by the Executive for one (1) year (notwithstanding
any term of the option providing for exercise within a shorter period after
termination) following the Date of Termination (subject to the maximum term of the
option (generally ten years from the date of grant of the option) and further subject
to any right that the Company may have to terminate the options in connection with the
Change of Control).”
This letter agreement, the Change of Control Agreement, and the letter agreement with you
dated [ , 2005] which previously amended the Change of Control Agreement, together,
constitute the entire agreement between the Company and you concerning the subject matter of the
Change of Control Agreement. Such documents, together, supersede all other agreements, whether
written or oral, with respect to such subject matter. Such documents, together, constitute an
integrated agreement.
Please acknowledge your agreement with the foregoing by signing the enclosed copy of this
letter agreement where indicated below and returning the executed copy to the Company.
| Sincerely, | ||||
| SanDisk Corporation | ||||
| a Delaware corporation | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| Acknowledged and Agreed: | ||||
| [Name] | ||||
By: |
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