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This excerpt taken from the WDC DEF 14A filed Dec 15, 2006. Compensation
for Mr. Massengill
During fiscal 2006, Mr. Massengill served as Chief
Executive Officer from July 1, 2005 until October 1,
2005 at which time, pursuant to an Employment Agreement he
entered into with Western Digital on August 25, 2005,
Table of Contents
Mr. Massengill relinquished his role as Chief Executive
Officer and agreed to serve as a full-time employee of Western
Digital in his current position as Chairman of the Board of
Directors. Pursuant to this agreement and as an inducement for
Mr. Massengill to serve as Chairman of the Board,
Mr. Massengill continued to receive base salary, paid
bi-weekly, at his then-current annual rate of $800,000 and his
target annual bonus under the ICP remained 100% of his base
salary, resulting in bonus payments earned by
Mr. Massengill during fiscal 2006 under the ICP of
$1,258,000. In addition, for certain equity awards previously
granted to Mr. Massengill that were scheduled to vest after
the scheduled term of Mr. Massengills employment with
Western Digital and as an inducement to continue to serve until
such time, Mr. Massengill agreed that all stock options and
restricted stock awards previously granted to him that were
scheduled to vest after July 31, 2007 would be cancelled
and that all outstanding stock options and shares of restricted
stock that were scheduled to vest after January 1, 2007 but
on or before July 31, 2007 would accelerate and become
vested on January 1, 2007 provided that Mr. Massengill
remained employed through January 1, 2007. The additional
terms of Mr. Massengills Employment Agreement with
Western Digital are described in further detail under
Employment Contracts, Termination of Employment and Change
in Control Arrangements beginning on page 27.
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