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This excerpt taken from the WDC DEF 14A filed Dec 15, 2006. Chief
Executive Officer Compensation
Mr. Massengill served as Chief Executive Officer until
October 1, 2005 when he was succeeded as Chief Executive
Officer by Arif Shakeel. Mr. Massengill remains a full-time
employee of Western Digital in his position as Chairman of the
Board of Directors. The compensation arrangements of
Mr. Massengill and Mr. Shakeel are described below and
have been designed to encourage both short-term and long-term
performance of Western Digital as well as to align their
interests with the interests of Western Digital’s
stockholders. The majority of Mr. Massengill’s and
Mr. Shakeel’s compensation, including stock options
and other stock-based compensation and annual incentive bonuses,
will ultimately be based upon the financial performance of
Western Digital and how that performance is reflected in Western
Digital’s stock price.
The Committee reviews and approves corporate goals and
objectives for the compensation of the Chief Executive Officer,
evaluates the Chief Executive Officer’s performance in
light of those goals and objectives, and determines and approves
the Chief Executive Officer’s compensation level. On behalf
of the Committee, the Governance Committee and the independent
members of the Board may, as it and the Committee determine
appropriate, provide input to the Committee on the performance
of the Chief Executive Officer. Western Digital’s overall
performance and the Chief Executive Officer’s individual
performance are critical factors in the Committee’s
determination.
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