EXHIBIT 10.1**SANDISK CORPORATION****RESTRICTED STOCK UNIT ISSUANCE AGREEMENT****RECITALS**          A. The Board has adopted the Plan for the purpose of retaining the services of selectedEmployees and consultants and other independent advisors who provide services to the Corporation(or any Parent or Subsidiary).          B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary),and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Planin connection with the Corporation’s award of restricted stock units and, subject to the termshereof, issuance of shares of Common Stock to the Participant under the Stock Issuance Program.          C. In addition to providing the terms and conditions of such award, this Agreement includesthe Participant’s agreement with respect to the satisfaction of tax withholding obligationsincurred in connection with prior grants of restricted stock units by the Corporation to theParticipant (if any) as set forth in Paragraph 7(c) below.          D. All capitalized terms in this Agreement shall have the meaning assigned to them in theattached Appendix A.     **NOW, THEREFORE**, it is hereby agreed as follows:          1. **Grant of Restricted Stock Units**. The Corporation hereby awards to the Participant,as of the Award Date, restricted stock units (“Restricted Stock Units”) under the Plan. EachRestricted Stock Unit represents the right to receive one share of Common Stock on the vesting dateof that unit. The number of shares of Common Stock subject to the awarded Restricted Stock Units,the applicable vesting schedule for those shares, the dates on which those vested shares shallbecome issuable to Participant and the remaining terms and conditions governing the award (the“Award”) shall be as set forth in this Agreement.**AWARD SUMMARY**   Award Date:                        , 2008   Number of Shares Subject to Award:                     shares of Common Stock (the "Shares")   Vesting Commencement Date                        , 2008   Vesting Schedule: [To be determined by the Plan Administrator.]   Issuance Schedule The Shares in which the Participant vests in accordance  with the foregoing Vesting Schedule will be issuable  immediately upon vesting, subject to the Corporation's  collection of the applicable Withholding Taxes. The  procedures pursuant to which the applicable Withholding  Taxes are to be collected are set forth in Paragraph 7  of this Agreement.          2. **Limited Transferability**. Prior to actual receipt of the Shares which vesthereunder, the Participant may not transfer any interest in the Award or the underlying Shares. AnyShares which vest hereunder but which otherwise remain unissued at the time of the Participant’sdeath may be transferred pursuant to the provisions of the Participant’s will or the laws ofinheritance or to the Participant’s designated beneficiary or beneficiaries of this Award. TheParticipant may also direct the Corporation to issue the stock certificates for any Shares which infact vest and become issuable under the Award during his or her lifetime to one or
1

 
more designated family members or a trust established for the Participant and/or his or her family members. TheParticipant may make such a beneficiary designation or certificate directive at any time by filingthe appropriate form with the Plan Administrator or its designee.          3. **Cessation of Service**. Should the Participant cease Service for any reason prior tovesting in one or more Restricted Stock Units subject to this Award, then the Award will beimmediately cancelled with respect to those unvested Restricted Stock Units. The Participant shallthereupon cease to have any right or entitlement to receive any Shares under those cancelled units.          4. **Stockholder Rights and Dividend Equivalents**          (a) The holder of this Award shall not have any stockholder rights, including voting ordividend rights, with respect to the Shares subject to the Award until the Participant becomes therecord holder of those Shares following their actual issuance upon the Corporation’s collection ofthe applicable Withholding Taxes.          (b) Notwithstanding the foregoing, should any dividend or other distribution payable otherthan in shares of Common Stock, whether regular or extraordinary, be declared and paid on theoutstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Sharesare not otherwise issued and outstanding for purposes of entitlement to the dividend ordistribution), then a special book account shall be established for the Participant and creditedwith a phantom dividend equivalent to the actual dividend or distribution which would have beenpaid on those Shares had they been issued and outstanding and entitled to that dividend ordistribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents creditedto those Shares in the book account shall be distributed to the Participant (in cash or such otherform as the Plan Administrator may deem appropriate in its sole discretion) concurrently with theissuance of the vested Shares to which those phantom dividend equivalents relate. However, eachsuch distribution shall be subject to the Corporation’s collection of the Withholding Taxesapplicable to that distribution.          5. **Change of Control**.          (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control maybe assumed by the successor entity or otherwise continued in full force and effect or may bereplaced with a cash incentive program of the successor entity which preserves the Fair MarketValue of the unvested shares of Common Stock subject to the Award at the time of the Change inControl and provides for subsequent payout of that value in accordance with the vesting scheduleapplicable to the Award. In the event of such assumption or continuation of the Award or suchreplacement of the Award with a cash incentive program, no accelerated vesting of the RestrictedStock Units shall occur at the time of the Change in Control.          (b) In the event the Award is assumed or otherwise continued in effect, the Restricted StockUnits subject to the Award shall be adjusted immediately after the consummation of the Change inControl so as to apply to the number and class of securities into which the Shares subject to thoseunits immediately prior to the Change in Control would have been converted in consummation of thatChange in Control had those Shares actually been issued and outstanding at that time. To the extentthe actual holders of the outstanding Common Stock receive cash consideration for their CommonStock in consummation of the Change in Control, the successor corporation (or parent entity) may,in connection with the assumption or continuation of the Restricted Stock Units subject to theAward at that time, substitute one or more shares of its own common stock with a fair market valueequivalent to the cash consideration paid per share of Common Stock in the Change in Controltransaction, provided such common stock is readily tradable on an established U.S. securitiesexchange or market.          (c) If the Restricted Stock Units subject to this Award at the time of the Change in Controlare not assumed or otherwise continued in effect or replaced with a cash incentive program inaccordance with Paragraph 5(a), then those units will vest immediately prior to the closing of theChange in Control. The Shares subject to those vested units will be issued immediately upon suchvesting (or otherwise converted into the right to receive the same consideration per share ofCommon Stock payable to the other stockholders of the Corporation in consummation of that Change inControl), subject to the Corporation’s collection of the applicable Withholding Taxes pursuant tothe provisions of Paragraph 7.          (d) This Agreement shall not in any way affect the right of the Corporation to adjust,reclassify, reorganize or otherwise change its capital or business structure or to merge,consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
2

 
          6. **Adjustment in Shares**. Should any change be made to the Common Stock by reason ofany stock split, stock dividend, recapitalization, combination of shares, exchange of shares orother change affecting the outstanding Common Stock as a class without the Corporation’s receipt ofconsideration, appropriate adjustments shall be made to the total number and/or classof securities issuable pursuant to this Award in order to reflect such change and therebypreclude a dilution or enlargement of benefits hereunder.          7. **Issuance of Shares of Common Stock**.          (a) As soon as administratively practicable following each date one or more Restricted StockUnits vest in accordance with the provisions of this Agreement, the Corporation shall issue to oron behalf of the Participant a certificate (which may be in electronic form) for the shares ofCommon Stock payable in respect of such vested Restricted Stock Units under the Award and shallconcurrently distribute to the Participant any phantom dividend equivalents with respect to thoseShares, subject in each instance to the Corporation’s collection of the applicable WithholdingTaxes.          (b) Subject to Section VI of Article 5 of the Plan, upon any distribution of Shares inrespect of the Restricted Stock Units, the Corporation shall automatically reduce the number ofshares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valuedat their then Fair Market Value, to satisfy any withholding obligations of the Corporation or itsSubsidiaries with respect to such distribution of shares at the minimum applicable withholdingrates. In the event that the Corporation cannot legally satisfy such withholding obligations bysuch reduction of shares, or in the event of a cash payment or any other withholding event inrespect of the Restricted Stock Units, the Corporation (or a Subsidiary) shall be entitled torequire a cash payment by or on behalf of the Participant and/or to deduct from other compensationpayable to the Participant any sums required by federal, state or local tax law to be withheld withrespect to such distribution or payment.          (c) Notwithstanding any other provision herein or in the Plan, as a condition to the grant ofthe Award and all rights of the Participant hereunder, the Participant agrees that, with respect toall restricted stock units granted by the Corporation to the Participant that are outstanding andunvested as of the date hereof, the Corporation shall automatically reduce the number of sharesotherwise deliverable in connection with each vesting of such restricted stock units that occurs atany time on or after the date hereof, so as to satisfy the tax withholding obligations incurred bythe Corporation (or a Subsidiary) in connection with such vesting event, such reduction in sharesto be made in accordance with and subject to the provisions of Paragraph 7(b) above.          (d) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of allRestricted Stock Units which vest under the Award shall be made solely in shares of Common Stock.In no event, however, shall any fractional shares be issued. Accordingly, the total number ofshares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, berounded down to the next whole share in order to avoid the issuance of a fractional share.          8. **Compliance with Laws and Regulations**. The issuance of shares of Common Stockpursuant to the Award shall be subject to compliance by the Corporation and Participant with allapplicable requirements of law relating thereto and with all applicable regulations of any stockexchange on which the Common Stock may be listed for trading at the time of such issuance.          9. **Notices**. Any notice required to be given or delivered to the Corporation under theterms of this Agreement shall be in writing and addressed to the Corporation at its principalcorporate offices. Any notice required to be given or delivered to Participant shall be in writingand addressed to Participant at the address indicated below Participant’s signature line on thisAgreement. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S.mail, postage prepaid and properly addressed to the party to be notified.          10. **Successors and Assigns**. Except to the extent otherwise provided in thisAgreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, theCorporation and its successors and assigns and Participant, Participant’s assigns, the legalrepresentatives, heirs and legatees of Participant’s estate and any beneficiaries of the Awarddesignated by Participant.          11. **Construction**. This Agreement and the Award evidenced hereby are made and grantedpursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. Alldecisions of the Plan Administrator with respect to any question or issue arising under the Plan orthis Agreement shall be conclusive and binding on all persons having an interest in the Award.
3

 
          12. **Governing Law**. The interpretation, performance and enforcement of this Agreementshall be governed by the laws of the State of California without resort to that State’sconflict-of-laws rules.          13. **Employment at Will**. Nothing in this Agreement or in the Plan shall confer uponParticipant any right to continue in Service for any period of specific duration or interfere withor otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiaryemploying or retaining Participant) or of Participant, which rights are hereby expressly reservedby each, to terminate Participant’s Service at any time for any reason, with or without cause.          **IN WITNESS WHEREOF**, the parties have executed this Agreement on the day and year firstindicated above.         **SANDISK CORPORATION**           By:        ** **           Title:        ** **           **PARTICIPANT**           Signature:        ** **           Address:        ** **             ** **  
4

 
**APPENDIX A****DEFINITIONS**          The following definitions shall be in effect under the Agreement:          A. **Agreement** shall mean this Restricted Stock Unit Issuance Agreement.          B. **Award** shall mean the award of Restricted Stock Units made to the Participantpursuant to the terms of this Agreement.          C. **Award Date** shall mean the date the Restricted Stock Units are awarded toParticipant pursuant to the Agreement and shall be set forth in Paragraph 1 of the Agreement.          D. **Board** shall mean the Corporation’s Board of Directors.          E. **Change in Control** shall mean a change in ownership or control of the Corporationeffected through any of the following transactions:     (i) a merger or consolidation approved by the Corporation’s stockholders, unlesssecurities possessing more than fifty percent (50%) of the total combined voting power of thevoting securities of the successor corporation are immediately thereafter beneficially owned,directly or indirectly and substantially in the same proportion, by the persons whobeneficially owned the Corporation’s outstanding voting securities immediately prior to suchtransaction,     (ii) the sale, transfer or other disposition (including in whole or in part through oneor more licensing arrangements) of all or substantially all of the Corporation’s assetsapproved by the Corporation’s stockholders, or     (iii) the acquisition, directly or indirectly by any person or related group of persons(other than the Corporation or a person that directly or indirectly controls, is controlledby, or is under common control with, the Corporation), of beneficial ownership (within themeaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%)of the total combined voting power of the Corporation’s outstanding securities pursuant to atender or exchange offer made directly to the Corporation’s stockholders.          F. **Code** shall mean the Internal Revenue Code of 1986, as amended.          G. **Common Stock** shall mean shares of the Corporation’s common stock.          H. **Corporation** shall mean SanDisk Corporation, a Delaware corporation, and anysuccessor corporation to all or substantially all of the assets or voting stock of SanDiskCorporation which shall by appropriate action adopt the Plan.          I. **Employee** shall mean an individual who is in the employ of the Corporation (or anyParent or Subsidiary), subject to the control and direction of the employer entity as to both thework to be performed and the manner and method of performance.          J. **Fair Market Value** per share of Common Stock on any relevant date shall bedetermined in accordance with the following provisions:     (i) If the Common Stock is at the time traded on the NASDAQ Global Market, then theFair Market Value shall be the closing selling price per share of Common Stock at the closeof regular hours trading (i.e., before after- hours trading begins) on the NASDAQ GlobalMarket on the date in question, as such price is reported by the National
5

 
Association of Securities Dealers. If there is no closing selling price for the CommonStock on the date in question, then the Fair Market Value shall be the closing selling priceon the last preceding date for which such quotation exists.     (ii) If the Common Stock is at the time listed on any Stock Exchange, then the FairMarket Value shall be the closing selling price per share of Common Stock at the close ofregular hours trading (i.e., before after-hours trading begins) on the date in question onthe Stock Exchange determined by the Plan Administrator to be the primary market for theCommon Stock, as such price is officially quoted in the composite tape of transactions onsuch exchange. If there is no closing selling price for the Common Stock on the date inquestion, then the Fair Market Value shall be the closing selling price on the last precedingdate for which such quotation exists.          K. **1934 Act** shall mean the Securities Exchange Act of 1934, as amended from time totime.          L. **Participant** shall mean the person to whom the Award is made pursuant to theAgreement.          M. **Parent** shall mean any corporation (other than the Corporation) in an unbrokenchain of corporations ending with the Corporation, provided each corporation in the unbroken chain(other than the Corporation) owns, at the time of the determination, stock possessing fifty percent(50%) or more of the total combined voting power of all classes of stock in one of the othercorporations in such chain.          N. **Plan** shall mean the Corporation’s Amended and Restated 2005 Incentive Plan.          O. **Plan Administrator** shall mean either the Board or a committee of the Board actingin its capacity as administrator of the Plan.          P. **Service** shall mean the Participant’s performance of services for the Corporation(or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board ofdirectors or a consultant or independent advisor. For purposes of this Agreement, Participant shallbe deemed to cease Service immediately upon the occurrence of the either of the following events:(i) Participant no longer performs services in any of the foregoing capacities for the Corporation(or any Parent or Subsidiary) or (ii) the entity for which Participant performs such servicesceases to remain a Parent or Subsidiary of the Corporation, even though Participant maysubsequently continue to perform services for that entity. Service shall not be deemed to ceaseduring a period of military leave, sick leave or other personal leave approved by the Corporation;***provided, however***, that except to the extent otherwise required by law or expressly authorized bythe Plan Administrator or by the Corporation’s written policy on leaves of absence, no Servicecredit shall be given for vesting purposes for any period the Participant is on a leave of absence.          Q. **Stock Exchange** shall mean the American Stock Exchange or the New York StockExchange.          R. **Subsidiary** shall mean any corporation (other than the Corporation) in an unbrokenchain of corporations beginning with the Corporation, provided each corporation (other than thelast corporation) in the unbroken chain owns, at the time of the determination, stock possessingfifty percent (50%) or more of the total combined voting power of all classes of stock in one ofthe other corporations in such chain.          S. **Vesting Commencement Date** shall mean the date from which the Participant’s Serviceis measured for purposes of determining vesting of the Restricted Stock Units and shall be setforth in Paragraph 1 of the Agreement.          T. **Withholding Taxes** shall mean the federal, state and local income taxes and theemployee portion of the federal, state and local employment taxes required to be withheld by theCorporation in connection with the issuance of the shares of Common Stock which vest under theAward and any phantom dividend equivalents distributed with respect to those shares.
6