This excerpt taken from the WDC DEF 14A filed Sep 24, 2007.
Agreements with Named Executive Officers
John Coyne Employment Agreement. Under our employment agreement with Mr. Coyne, if we terminate Mr. Coynes employment prior to January 1, 2012 other than for cause (as defined in the agreement) and other than in the event of Mr. Coynes death or disability, Mr. Coyne will be entitled to the Tier 1 benefits under our Executive Severance Plan or, if applicable, the benefits under our Change of Control Severance Plan and payment of certain accrued obligations consisting of annual base salary and vacation accrued through Mr. Coynes termination date.
In the event of Mr. Coynes death while employed by us, a pro-rata portion of the 1,100,000 restricted stock units granted to Mr. Coyne on January 31, 2007 will accelerate determined based on the ratio of (i) the total number of calendar days that Mr. Coyne is employed by us on and after January 31, 2007 through and including the date of Mr. Coynes death (but not less than 182 days) to (ii) the total number of calendar days commencing with January 31, 2007 through and including January 1, 2012, and excluding any of the restricted stock units that vested on or before the date of Mr. Coynes death. In addition, in the event Mr. Coyne remains employed by us as President and Chief Executive Officer through January 1, 2012, then upon Mr. Coynes termination after that date for any reason other than a termination by us for cause, all stock options granted to Mr. Coyne during the term of his agreement will become fully vested and Mr. Coyne will have three years to exercise the options, subject to their earlier termination. In such event, Mr. Coyne will also be eligible to receive payment following the end of the applicable performance period of any outstanding performance cash award on a pro-rata basis based on the period of Mr. Coynes employment with us during that performance period and to receive a bonus under our Incentive Compensation Plan with respect to the first half of fiscal year 2012 in such amount and at such time as bonuses, if any, are determined on a company-wide basis.
Stephen Milligan Separation Agreement. Mr. Milligans employment with us ended on August 31, 2007 at which time Mr. Leyden succeeded him as Chief Financial Officer. In connection with his separation of employment from us, on July 31, 2007, we entered into a Separation, Transition and General Release Agreement with Mr. Milligan. Among other things, the agreement provided that Mr. Milligan would be entitled to the following if he remained employed with us through August 31, 2007 and performed his usual and customary duties as Chief Financial Officer with respect to the filing of our Form 10-K for the fiscal year ended June 29, 2007:
(1) a lump sum payment of $1,400,000, less standard withholding and authorized deductions, payable within thirty days of Mr. Milligans separation date;
(2) a lump sum pro-rata bonus payment under our Incentive Compensation Plan for the six-month bonus cycle ending December 28, 2007 (determined based on the number of days in the bonus cycle during which Mr. Milligan was employed) and assuming 100% of the performance targets subject to the bonus award are met regardless of actual funding by us;
(3) acceleration of the vesting of Mr. Milligans then-outstanding stock options and shares of restricted stock to the extent that such stock options or restricted shares would have vested and become exercisable or payable, as applicable, if Mr. Milligan had remained employed with us through February 29, 2008;
(4) a lump sum payment equal to the cost of eighteen months of applicable COBRA premium payments to cover Mr. Milligans company-provided medical, dental and/or vision coverage existing as of his separation date; and
(5) outplacement services provided by a vendor chosen by us and at our expense for twelve months following Mr. Milligans separation date, subject to a maximum cost to us of $15,000.
The above payments to Mr. Milligan were conditioned upon Mr. Milligans execution and delivery of a valid and effective release of claims.
Retention Agreements. Under our retention agreements with each of Mr. Coyne and Dr. Moghadam, in the event of certain corporate changes (as described in the agreements and including our liquidation or a merger, reorganization or consolidation with another company in which we are not the surviving corporation and the surviving corporation does not assume the award or agree to issue a substitute award in its place) or certain terminations of the executives employment upon a change in control (as defined in the agreement), any unvested portion of the cash award will vest in full and be payable to the executive. Further, in the event that the executives employment with us terminates due to his death, the next installment of the cash award scheduled to vest will immediately vest and become payable and all other unvested portions of the cash award will be forfeited.