-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EvtIsFc+eY6zBdXVsTrstqWq7ykLj59xcAkYPk/lypT8/Mz+KFqkgmtatK859hA9 mT8przF+VQ75NuBmO8kzMQ== 0001242648-10-000082.txt : 20101222 0001242648-10-000082.hdr.sgml : 20101222 20101222211511 ACCESSION NUMBER: 0001242648-10-000082 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101215 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brelsford James F. CENTRAL INDEX KEY: 0001508056 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26734 FILM NUMBER: 101270308 MAIL ADDRESS: STREET 1: % SANDISK CORPORATION STREET 2: 601 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SANDISK CORP CENTRAL INDEX KEY: 0001000180 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770191793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 601 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088011000 MAIL ADDRESS: STREET 1: 601 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-12-15 0 0001000180 SANDISK CORP SNDK 0001508056 Brelsford James F. 601 MCCARTHY BLVD. MILPITAS CA 95035 0 1 0 0 SVP & General Counsel No SanDisk Securities Beneficially Owned 0 D Restricted Stock Award 0 2014-08-30 Common Stock 4166 D Restricted Stock Award 0 2015-02-18 Common Stock 660 D Restricted Stock Award 0 2017-02-24 Common Stock 4000 D Employee Stock Option 56.06 2014-08-30 Common Stock 50000 D Employee Stock Option 25.18 2015-02-18 Common Stock 2513 D Employee Stock Option 14.57 2015-07-22 Common Stock 6563 D Employee Stock Option 8.16 2016-03-04 Common Stock 25000 D Employee Stock Option 28.23 2017-02-23 Common Stock 18000 D Represents an award of restricted stock units under the issuer's 2005 Stock Incentive Plan. Each such unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit. The award vests in four successive equal annual installments measured from the award date. The first installments vested on 8/31/08, 8/31/09 and 8/31/10. The last installment will vest on 8/31/11. Represents an award of restricted stock units under the issuer's 2005 Stock Incentive Plan. Each such unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit. The award vests in four successive equal annual installments measured from the award date. The first installments vested on 2/19/09 and 2/19/10. The last two installments will vest on 2/19/11 and 2/19/12. Represents an award of restricted stock units under the issuer's 2005 Stock Incentive Plan. Each such unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit. The award vests in four successive equal annual installments measured from the award date of 2/24/10. Option Grant is exercisable with respect to (i) 25% of the option shares upon optionee's completion of 1 year of service from the vesting commencement date of 8/31/07 and (ii) the balance of the option shares in equal quarterly installments upon optionee's completion of each of the next 36 months of service measured from and after the 1st anniversary of vesting commencement date. Option Grant is exercisable with respect to (i) 25% of the option shares upon optionee's completion of 1 year of service from the vesting commencement date of 2/19/08 and (ii) the balance of the option shares in equal quarterly installments upon optionee's completion of each of the next 36 months of service measured from and after the 1st anniversary of vesting commencement date. Option Grant is exercisable with respect to (i) 25% of the option shares upon optionee's completion of 1 year of service from the vesting commencement date of 7/23/08 and (ii) the balance of the option shares in equal quarterly installments upon optionee's completion of each of the next 36 months of service measured from and after the 1st anniversary of vesting commencement date. Option Grant is exercisable with respect to (i) 25% of the option shares upon optionee's completion of 1 year of service from the vesting commencement date of 3/5/09 and (ii) the balance of the option shares in equal quarterly installments upon optionee's completion of each of the next 36 months of service measured from and after the 1st anniversary of vesting commencement date. Option Grant shall become exercisable with respect to (i) 25% of the option shares upon optionee's completion of 1 year of service from the vesting commencement date of 2/24/10 and (ii) the balance of the option shares in equal quarterly installments upon optionee's completion of each of the next 36 months of service measured from and after the 1st anniversary of vesting commencement date. Sharon Spehar, Attorney-in-Fact for James F. Brelsford 2010-12-22 EX-24 2 brelsfordpoa.htm POWER OF ATTORNEY FOR JAMES F. BRELSFORD
POWER OF ATTORNEY



Know all by these presents that I hereby constitute and appoint each of Judy Bruner, Garth Bossow, Donald Robertson, Sharon Spehar and each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer, Assistant Secretary, Vice President Finance or Stock Plan Administrator of SanDisk Corporation, a Delaware corporation (the Company), each signing singly, my true and lawful attorney-in-fact to:



(1) prepare and execute for me and on my behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including any amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the 1934 Act) or any rule or regulation of the SEC;

(2) execute for me and on my behalf, in my capacity as an Officer of the Company, Forms 3,4 and 5 in accordance with Section 16(a) of the 1934 Act and the rules thereunder, and any other forms or reports I may be required to file in connection with my ownership, acquisition, or disposition of securities of the Company;

(3) do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, complete and execute any amendment or amendments thereto and timely file such forms or report with the SEC and any securities exchange or similar authority;

(4) seek or obtain, as my representative and on my behalf, information concerning transactions in or with respect to the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, knowing that I hereby authorize any such person to release any such information to the attorney-in fact and approve any such release of information; and

(5) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such attorney-in-fact on behalf of myself pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  This Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information.



I acknowledge that any documents prepared and/or executed by each such attorney-in-fact on my behalf pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as each such attorney-in-fact, in his or her discretion, deems necessary or desirable.  I further acknowledge that each such attorney-in-fact, in serving in such capacity at my request, is not assuming, nor is the Company assuming, any of my responsibilities to comply with the requirements of the 1934 Act, any liability for a failure to comply with such requirements or any obligation or liability I may have with respect to transactions reported or reportable thereunder.  This Power of Attorney does not relieve me from responsibility for compliance with my obligations under the 1934 Act, including without limitation the reporting requirements under Section 16 of the 1934 Act.



This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in or involving securities issued by the Company, unless I earlier revoke it in a signed writing delivered to each of the foregoing attorneys-in-fact.





IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 15th day of December, 2010.



 /s/   James F. Brelsford

 Signature





  James F. Brelsford

 Print Name



MP1:1181034.2



MP1:1181034.2



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