EXHIBIT 10.2**CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS**          It is hereby agreed by and between you, Randhir Thakur (“you”), and SanDisk Corporation (the“Company”), pursuant to this Confidential Separation Agreement and General Release of Claims(“Agreement”), as follows:          1. **Employment through Separation Date.**You acknowledge that the Company agrees to retain youin the position of Executive Vice President through the Separation Date, as set forth in paragraph2 below. Your duties will continue as currently assigned, except as otherwise directed by yourcurrent management. Such duties may include various transitional duties, including but not limitedto, your execution of paperwork related to your removal from Company subsidiary boards.          2. **Separation of Employment.**You acknowledge that your employment with the Company will end,effective May 9, 2008 (“Separation Date”). You acknowledge that you are to perform no duties,functions or services for the Company as an employee after the Separation Date.          3. **No Unlawful Conduct.**You warrant that you have not engaged in any unlawful conduct in thecourse of the discharge of your duties for the Company.          4. **Consideration.**               a. **Employment through the Separation Date.**In exchange for your promises in this Agreement,including your general release of claims in paragraphs 10 and 13 of this Agreement, if you sign anddo not revoke this Agreement, the Company agrees to permit you to remain employed by the Companythrough the Separation Date, notwithstanding its right to terminate your employment immediately.Through the Separation Date, the Company agrees to continue your annual base salary of FOUR HUNDREDTHOUSAND EIGHT HUNDRED THIRTY NINE DOLLARS ($400,839), to be paid on a pro rata basis, inaccordance with the Company’s regular payroll practices. The Parties agree that this compensationwill represent wages and will therefore be subject to income tax and other legally requiredwithholding, and will be reported by the Company as income to you on IRS Form W-2.               b. **Separation Pay.**In exchange for your promises in this Agreement, including your generalrelease of claims in paragraphs 10 and 13 of this Agreement, if you sign and do not revoke thisAgreement and timely sign and do not revoke the Further Release of Claims set forth in Appendix Aof this Agreement (“Further Release”), the Company agrees to pay you the gross sum of THREE HUNDREDTHOUSAND SIX HUNDRED TWENTY NINE DOLLARS ($300,629), equivalent to nine (9) months’ base salary.This payment shall be made to you within ten (10) days of your execution of the Further Releasefollowing your Separation Date. The Company is not required to pay you this sum if you fail tosign, or you revoke, the Further Release. The Parties agree that this payment will represent wagesand will therefore be subject to income tax and other legally required withholding, and will bereported by the Company as income to you on IRS Form W-2.               c. **Accelerated Vesting of Unvested Stock Options.**In exchange for your promises in thisAgreement, including your general release of claims in paragraphs 10 and 13 of this Agreement, ifyou sign and do not revoke this Agreement and timely sign and do not revoke the Further Release,the Company agrees to provide you ten (10) months of accelerated vesting of your unvested stockoptions as of your Separation Date. The Company is not required to provide you with thisaccelerated vesting if you fail to sign, or you revoke, the Further Release.               d. **COBRA Payments.**After your Separation Date, you will receive a COBRA notificationstatement that will explain your entitlement to purchase for a limited period of time continuedhealth insurance coverage under the Company’s existing health care policies, at your own cost. Theamount of your monthly COBRA payment will vary, depending upon the number of dependents you chooseto cover. In exchange for your promises in this Agreement, including your general release ofclaims in paragraphs 10 and 13 of this Agreement, if you sign and do not revoke this Agreement andtimely sign and do not revoke the Further Release, the Company agrees to pay your monthly COBRApayments for a total of twelve (12) months or until you obtain comparable group health insurancecoverage, whichever occurs first. The Company is not required to make these payments if you failto sign, or you revoke, the Further Release.
 

 
          5. **Acknowledgment of Consideration.**You acknowledge that the payments and benefits describedin paragraphs 4(a), 4(b), 4(c) and 4(d) above, represent amounts and benefits above and beyondthose to which you would be entitled if you did not enter this Agreement and the Further Release ofClaims set forth in Appendix A.          6. **Indemnification.**You understand and agree that the Company and its attorneys are neitherproviding tax or legal advice, nor making representations regarding tax obligations orconsequences, if any, related to this Agreement. You further agree that you will assume any suchtax obligations or consequences that may arise from this Agreement, and you shall not seek anyindemnification from the Company in this regard. You agree that in the event that any taxing bodydetermines that additional taxes are due from you, you acknowledge and assume all responsibilityfor the payment of any such taxes and agree to indemnify, defend and hold the Company harmless forthe payment of such taxes, and any failure to withhold. You further agree to pay, on the Company’sbehalf, any interest or penalties imposed as a consequence of such tax obligations, and to pay anyjudgments, penalties, taxes, costs and attorneys’ fees incurred by the Company as a consequence ofyour failure to pay any taxes due.          The Company agrees to indemnify you for all necessary expenditures or losses incurred by youin direct consequence of the proper discharge of your duties for the Company.          7. **Proprietary Information and Inventions Agreement.**You agree that you will comply in allrespects with the proprietary information and inventions agreement (“PIIA”). You further agreethat if you breach the PIIA, then (a) the Company shall be entitled to apply for and receive aninjunction to restrain such breach; (b) the Company shall not be obligated to provide you with thepay and benefits set forth in paragraphs 4(a), 4(b), 4(c) and 4(d) above, and (c) the Company mayfile a lawsuit seeking monetary damages, notwithstanding any other provision of this Agreement. Inany such action to restrain breach of or enforce the terms of the PIIA, the prevailing party shallbe entitled to its or his costs and expenses, including reasonable attorneys’ fees.          8. **Confidential Information/Company Property.**You acknowledge that all tangible information,including all files, records, summaries, bills, invoices, copies, excerpts, data, memoranda,letters, notes, written policies and procedures manuals and other information or materialpertaining to your work at the Company or containing Confidential Information which came into yourcustody, possession or knowledge or were compiled prepared, developed or used by you at any time inthe course of or in connection with your work at the Company, electronic or otherwise, and alltangible property put in your custody or possession by the Company in connection with your work atthe Company is solely the property of the Company, and you agree that you will immediately returnto the Company all such information in your possession or control. You also agree to immediatelyreturn to the Company all other Company property and equipment.          9. **Cooperation.**You agree to cooperate fully with any Releasee (as defined in paragraph 10below), and any corporate affiliate of any Releasee, including any attorney retained by anyReleasee, in connection with any pending or future litigation or investigatory matter. Youacknowledge that such cooperation may include, but shall in no way be limited to, you beingavailable for an interview with any of the Releasees, or any attorney or agent retained by any ofthe Releasees, providing to any of the Releasees any documents in your possession or under yourcontrol that may relate to the litigation or investigatory matter, and providing truthful swornstatements in connection with the litigation or investigatory matter.          You also agree to provide ongoing assistance related to your service on Company subsidiaryboards, including but not limited to, executing paperwork related to your removal from Companysubsidiary boards and other transitional duties.          The Company agrees to pay you $200.00 per hour for the time you spend complying with yourobligations under this paragraph; provided, however, you agree to provide the Company at no chargea total of eight (8) hours of your time to fulfill your obligations under this paragraph. TheCompany further agrees to reimburse you for all reasonable and actual expenses incurred andsubstantiated by you in fulfilling your obligations under this paragraph, subject to the Company’sapproval of any expenses before they are incurred.          10. **Full and General Release of the Company.**In consideration for the payments and benefitsprovided for in paragraph 4(a), 4(b), 4(c) and 4(d) of this Agreement, you unconditionally releaseand forever discharge the Company, and its affiliates, parents, subsidiaries, related companies,successors, predecessors, and assigns, and all of its and their officers, directors, partners,shareholders, employees, consultants, agents, representatives, and attorneys, past and present, andeach of them (collectively referred to herein as “Releasees”), from any and all claims, demands,actions, suits, causes of action, obligations, damages and liabilities of whatever kind or nature,based on any act, omission, event, occurrence, or nonoccurrence from the beginning of time to thedate of execution of this Agreement, including, but not limited to, claims that arise out of or inany way
 

 
relate to your employment or separation from employment with the Company. You acknowledge andagree that this general release includes, but is not limited to, any claims for salary, bonuses,compensation (except as specified in this Agreement), wages, penalties, premiums, severance pay,vacation pay or any benefits under the Employee Retirement Income Security Act of 1974, as amended.You acknowledge and agree that this general release includes, but is not limited to, claims ofbreach of implied or express employment contracts or covenants, defamation, wrongful termination,public policy violations, emotional distress and related matters, claims of discrimination orharassment under federal, state or local laws, and claims based on any federal, state or othergovernmental statute, regulation or ordinance, including, but not limited to, Title VII of theCivil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans With DisabilitiesAct, the Family and Medical Leave Act, the California Fair Employment and Housing Act, theCalifornia Labor Code, the California Family Rights Act, the California Constitution, theCalifornia Industrial Welfare Commission Wage Orders, and the California Government Code. Youexpressly understand that among the various rights and claims being waived by you in this Agreementare those arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, andin that regard you specifically acknowledge that you have read and understand the provisions ofparagraph 16 below before signing this Agreement.          Excluded from this Release are any claims or rights that cannot be waived by law. Theserights include the right to file a charge of discrimination with, or participate in aninvestigation conducted by, an administrative agency. You are waiving, however, your right to anymonetary recovery or other relief in connection with such a charge. Also excluded from thisRelease are any rights or claims arising under this Agreement, including your right to bereimbursed for legal or other expenses you reasonably incur as the result of your discharge ofduties for the Company.          11. **Release of You from Known Claims.**In consideration for your promises set forth in thisAgreement, the Company hereby releases you and your attorney(s), agents, representatives,successors, and assigns from any and all known claims, demands, actions, suits, causes of action,obligations, damages and liabilities of whatever kind or nature, based on any act, omission, event,occurrence, or nonoccurrence from the beginning of time to the date of execution of this Agreement.          Excluded from this Release are any unknown claims as well as any claims or rights arisingunder this Agreement or the PIIA.          12. **Covenant Not to Sue.**A “covenant not to sue” is a legal term which means you promise notto file a lawsuit in court. It is different from the General Release of claims contained inparagraph 10 above. Besides waiving and releasing the claims covered by paragraph 10 above, yourepresent and warrant that you have not filed, and agree that you will not file, or cause to befiled, any judicial complaint or lawsuit involving any claims you have released in paragraph 10,and you agree to withdraw any judicial complaints or lawsuits you have filed, or were filed on yourbehalf, prior to the effective date of this Agreement. Notwithstanding this Covenant Not to Sue,you may bring a claim against the Company to enforce this Agreement or to challenge the validity ofthis Agreement under the ADEA. You agree and acknowledge that if you sue the Company or any otherReleasee in violation of this Agreement, then you shall pay all legal expenses, includingreasonable attorneys’ fees, incurred by any Releasee in defending against your suit.Alternatively, if you sue the Company in violation of this Agreement, you may, at the Company’soption, be required to return all monies and other benefits paid to you pursuant to paragraphs 4(b)and 4(d) of this Agreement, except for $1,000.00. In that event, the Company shall be excused frommaking any further payments or continuing any other benefits otherwise owed to you under paragraphs4(b), (4c) and 4(d) of this Agreement.          In consideration for your promises set forth in this Agreement, the Company promises andagrees that it will not file, or cause to be filed, any judicial complaint or lawsuit involving anyclaims that it has released in paragraph 11, above, except by way of setoff against any claims youmay file or to seek recovery from you for any breach of this Agreement, including but not limitedto a breach of Paragraph 12, above.          13. **Release of Unknown Claims by You.**For the purpose of implementing a full and completerelease, you expressly acknowledge and agree that this Agreement resolves all legal claims you mayhave against the Company and the Releasees as of the date of this Agreement, including but notlimited to claims that you did not know or suspect to exist in your favor at the time of theeffective date of this Agreement, despite the fact that California Civil Code section 1542 or otherapplicable law may provide otherwise. You expressly waive any and all rights which you may haveunder the provisions of section 1542 of the California Civil Code or any similar law. Section 1542provides:“A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executingthe release, which if known by him or her must have materially affectedhis or her settlement with the debtor.”
 

 
          14. **Further Release of Claims.**In consideration for the compensation and benefits beingprovided to you in this Agreement, you hereby agree to execute following your Separation Date theFurther Release of Claims attached hereto as Appendix A and incorporated herein by reference as acondition to receiving the payments and benefits described in paragraphs 4(b), 4(c) and 4(d) ofthis Agreement.          15. **Voluntary Agreement.**You acknowledge that you hereby have been advised in writing toconsult with an attorney before you sign this Agreement. You understand that you have twenty-one(21) days within which to decide whether to sign this Agreement, although you may sign thisAgreement at any time within the twenty-one (21) day period. If you do sign it, you alsounderstand that you will have an additional seven (7) days after you sign to change your mind andrevoke the Agreement, in which case a written notice of revocation must be delivered to **Tom Baker,VP Human Resources, 601 McCarthy Blvd, Milpitas, CA 95035**, on or before the seventh (7th) day afteryour execution of the Agreement. You understand that the Agreement will not become effective untilafter that seven (7) day period has passed. You acknowledge that you are signing this Agreementknowingly and voluntarily and intend to be bound legally by its terms.          16. **No Representations.**You hereby acknowledge that no promise or inducement has been offeredto you, except as expressly stated above, and you are relying upon none. This Agreement supersedesany other written or oral understandings and may not be amended, modified or superseded except by awritten agreement signed by both you and the Company. No oral statement by any employee of theCompany shall modify or otherwise affect the terms and provisions of this Agreement.          17. **On-The-Job Injury.**You certify that you have not experienced a job-related illness orinjury for which you have not already filed a claim.          18. **Filing Acknowledgement.**You acknowledge and understand that for purposes of theSecurities Exchange Act and/or Securities and Exchange Commission requirements, the Company may berequired to file a public disclosure regarding both your departure and the terms of this SeparationAgreement.          19. **Binding Agreement.**This Agreement shall be binding upon you and your heirs,administrators, representatives, executors, successors and assigns, and shall inure to the benefitof Releasees and each of them, and to their heirs, administrators, representatives, executors,successors, and assigns.          20. **Severability.**Should any provision of this Agreement be declared or be determined by anycourt to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall notbe affected, and said illegal or invalid part, term, or provision shall be deemed not to be part ofthis Agreement.          21. **Non-Admission of Liability.**This Agreement does not constitute an admission that theCompany or any other Releasee has violated any law, rule, regulation, contractual right or anyother duty or obligation.          22. **Governing Law.**This Agreement is made and entered into in the State of California andshall in all respects be interpreted, enforced, and governed under the law of that state. Thelanguage of all parts in this Agreement shall be construed as a whole, according to fair meaning,and not strictly for or against any party.          23. **Entire Agreement.**This Agreement and the PIIA set forth the entire agreement between youand the Company pertaining to the subject matter of this Agreement.
 

 
**PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.**        Dated: May 2, 2008 /s/ Randhir Thakur   RANDHIR THAKUR           Dated: May 2, 2008 SANDISK CORPORATION       By: /s/ Tom Baker              Tom Baker       Its: Senior Vice President, Human Resources
 

 
**APPENDIX A****FURTHER RELEASE OF CLAIMS****[TO BE EXECUTED****AFTER THE MAY 9, 2008 SEPARATION DATE]**          This is a Further Release of Claims (“Further Release”) is given by Randhir Thakur to SanDiskCorporation (the “Company”).          1. **Further Full and General Release of the Company.**In consideration for the payments andbenefits provided to you in the Confidential Separation Agreement and General Release of Claims(“Separation Agreement”), you unconditionally release and forever discharge the Company, and itsaffiliates, parents, subsidiaries, related companies, successors, predecessors, and assigns, andall of its and their officers, directors, partners, shareholders, employees, consultants, agents,representatives, and attorneys, past and present, and each of them (collectively referred to hereinas “Releasees”), from any and all claims, demands, actions, suits, causes of action, obligations,damages and liabilities of whatever kind or nature, based on any act, omission, event, occurrence,or nonoccurrence from the beginning of time to the date of execution of this Further Release,including, but not limited to, claims that arise out of or in any way relate to your employment orseparation from employment with the Company. You acknowledge and agree that this general releaseincludes, but is not limited to, any claims for salary, bonuses, compensation (except as specifiedin this Agreement), wages, penalties, premiums, severance pay, vacation pay or any benefits underthe Employee Retirement Income Security Act of 1974, as amended. You acknowledge and agree thatthis general release includes, but is not limited to, claims of breach of implied or expressemployment contracts or covenants, defamation, wrongful termination, public policy violations,emotional distress and related matters, claims of discrimination or harassment under federal, stateor local laws, and claims based on any federal, state or other governmental statute, regulation orordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended,the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family and Medical LeaveAct, the California Fair Employment and Housing Act, the California Labor Code, the CaliforniaFamily Rights Act, the California Constitution, the California Industrial Welfare Commission WageOrders, and the California Government Code. You expressly understand that among the various rightsand claims being waived by you in this Further Release are those arising under the AgeDiscrimination in Employment Act of 1967 (“ADEA”), as amended, and in that regard you specificallyacknowledge that you have read and understand the provisions of paragraph 5 below before signingthis Further Release.          Excluded from this Further Release are any claims or rights that cannot be waived by law.These rights include the right to file a charge of discrimination with, or participate in aninvestigation conducted by, an administrative agency. You are waiving, however, your right to anymonetary recovery or other relief in connection with such a charge. Also excluded from thisFurther Release are any rights or claims arising under the Separation Agreement, including yourright to be reimbursed for legal or other expenses you reasonably incur as the result of yourdischarge of duties for the Company.          2. **Further Release of You from Known Claims.**In consideration for your promises set forth inthe Separation Agreement, the Company hereby releases you and your attorney(s), agents,representatives, successors, and assigns from any and all known claims, demands, actions, suits,causes of action, obligations, damages and liabilities of whatever kind or nature, based on anyact, omission, event, occurrence, or nonoccurrence from the beginning of time to the date ofexecution of this Further Release.          Excluded from this Release are any unknown claims as well as any claims or rights arisingunder the Separation Agreement or the PIIA.          3. **Covenant Not to Sue.**A “covenant not to sue” is a legal term which means you promise notto file a lawsuit in court. It is different from the General Release of claims contained inparagraph 1 above. Besides waiving and releasing the claims covered by paragraph 1 above, yourepresent and warrant that you have not filed, and agree that you will not file, or cause to befiled, any judicial complaint or lawsuit involving any claims you have released in paragraph 1, andyou agree to withdraw any judicial complaints or lawsuits you have filed, or were filed on yourbehalf, prior to the effective date of this Further Release. Notwithstanding this Covenant Not toSue, you may bring a claim against the Company to enforce the Separation Agreement or FurtherRelease or to challenge the validity of the Separation Agreement or Further Release under the ADEA.You agree and acknowledge that if you sue the Company or any other Releasee in violation of thisAgreement, then you shall pay all legal expenses, including reasonable attorneys’ fees, incurred byany Releasee in defending against your suit. Alternatively, if you sue the Company in violation ofthis Agreement, you may, at the Company’s option, be required to return all monies and other
 

 
benefits paid to you pursuant to paragraphs 4(b) and 4(d) of the Separation Agreement, exceptfor $1,000.00. In that event, the Company shall be excused from making any further payments orcontinuing any other benefits otherwise owed to you under paragraphs 4(b), 4(c) and 4(d) of theSeparation Agreement.          In consideration for your promises set forth in the Separation Agreement, the Company promisesand agrees that it will not file, or cause to be filed, any judicial complaint or lawsuit involvingany claims that it has released in paragraph 2, above.          4. **Release of Unknown Claims by You.**For the purpose of implementing a full and completerelease, you expressly acknowledge and agree that this Agreement resolves all legal claims you mayhave against the Company and the Releasees as of the date of this Agreement, including but notlimited to claims that you did not know or suspect to exist in your favor at the time of theeffective date of this Agreement, despite the fact that California Civil Code section 1542 or otherapplicable law may provide otherwise. You expressly waive any and all rights which you may haveunder the provisions of section 1542 of the California Civil Code or any similar law. Section 1542provides:“A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executingthe release, which if known by him or her must have materially affectedhis or her settlement with the debtor.”          5. **Voluntary Agreement.**You acknowledge that you hereby have been advised in writing toconsult with an attorney before you sign this Further Release. You understand that you havetwenty-one (21) days within which to decide whether to sign this Further Release, although you maysign this Agreement at any time within the twenty-one (21) day period. If you do sign it, you alsounderstand that you will have an additional seven (7) days after you sign to change your mind andrevoke the Further Release, in which case a written notice of revocation must be delivered to **TomBaker, VP Human Resources, 601 McCarthy Blvd, Milpitas, CA 95035**, on or before the seventh (7th)day after your execution of the Further Release. You understand that the Further Release will notbecome effective until after that seven (7) day period has passed. You acknowledge that you aresigning this Further Release knowingly and voluntarily and intend to be bound legally by its terms.     **PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL KNOWN ANDUNKNOWN CLAIMS.**       Dated:                    , 2008             Randhir Thakur         Dated:                    , 2008 SANDISK CORPORATION           By:                      Tom Baker           Its:                      SVP Human Resources