0001000180-10-000105 Sample Contracts

SANDISK CORPORATION CHANGE OF CONTROL EXECUTIVE BENEFITS AGREEMENT
Change of Control Executive Benefits Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices • California

This Change of Control Executive Benefits Agreement (“Agreement”) is made and entered into as of July __, 2011, to be effective as of January 1, 2011 (the “Effective Date”) by and between SanDisk Corporation, a Delaware corporation (the “Company”), and Sanjay Mehrotra (the “Executive”).

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TRANSITION AGREEMENT
Transition Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices • California

This TRANSITION AGREEMENT (“Agreement”) is made and entered into as of July 13, 2010 by and among, on one side, Toshiba Corporation, a Japanese corporation (“Toshiba”), and, on the other side, SanDisk Corporation, a Delaware corporation (“SanDisk Corporation”), and SanDisk Flash B.V., a company organized under the laws of The Netherlands (“SanDisk Flash”, and collectively with SanDisk Corporation, “SanDisk,” and SanDisk together with Toshiba, the “Parties”).

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OPERATING AGREEMENT OF FLASH FORWARD, LTD. Dated as of [__], 2010 between TOSHIBA CORPORATION and SANDISK FLASH B.V.
Operating Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices

**** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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FLASH FORWARD MASTER AGREEMENT Dated as of July 13, 2010 by and among TOSHIBA CORPORATION, SANDISK CORPORATION and SANDISK FLASH B.V.
Master Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices • California

This FLASH FORWARD MASTER AGREEMENT, dated as of July 13, 2010, is entered into by and among, on one side, TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and, on the other side, SANDISK CORPORATION, a Delaware corporation (“SanDisk Corporation”), and SANDISK FLASH B.V., a company organized under the laws of The Netherlands (“SanDisk Flash,” and collectively with SanDisk Corporation, “SanDisk” and SanDisk together with Toshiba, the “Parties”).

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FLASH FORWARD MUTUAL CONTRIBUTION AND ENVIRONMENTAL INDEMNIFICATION AGREEMENT
Mutual Contribution and Environmental Indemnification Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices

This FLASH FORWARD MUTUAL CONTRIBUTION AND ENVIRONMENTAL INDEMNIFICATION AGREEMENT, dated as of July 13, 2010 (this “Agreement”), is entered into by and among, on one side, Toshiba Corporation, a Japanese corporation (“Toshiba”), and, on the other side, SanDisk Flash B.V., a Netherlands company (“SanDisk Entity”, and together with Toshiba, the “Parties”).

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PATENT INDEMNIFICATION AGREEMENT
Patent Indemnification Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices • California

This PATENT INDEMNIFICATION AGREEMENT, dated and effective as of July 13, 2010, is entered into by and among, on one side, Toshiba Corporation, a Japanese corporation (“Toshiba”), and, on the other side, SanDisk Corporation, a Delaware corporation (“SanDisk Corporation”), and SanDisk **** and SanDisk together with Toshiba, the “Parties”).

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EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • November 12th, 2010 • Sandisk Corp • Computer storage devices • California

This Severance Agreement (the “Agreement”) is made by and between SanDisk Corporation (the “Company”) and Sanjay Mehrotra (“Executive”).

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