Western Digital (WDC)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) In connection with the restructuring activities described in the Current Report on Form 8-K of Western Digital Corporation (the "Company"), filed with the Securities and Exchange Commission on December 17, 2008, the Compensation Committee of the Board of Directors of the Company approved management-recommended reductions in the annual base salaries of each of the Company’s current executive officers, effective January 12, 2009. On October 19, 2009, the Compensation Committee approved reinstating the base salary levels for these executive officers as follows, effective October 19, 2009:

• the annual base salary of John F. Coyne, the Company’s President and Chief Executive Officer, has been increased from $600,000 to $900,000;

• the annual base salary of Timothy M. Leyden, the Company’s Executive Vice President and Chief Financial Officer, has been increased from $412,500 to $550,000;

• the annual base salary of Raymond M. Bukaty, the Company’s Senior Vice President, Administration, General Counsel and Secretary, has been increased from $348,500 to $410,000; and

• the annual base salary of Hossein M. Moghadam, the Company’s Senior Vice President, Chief Technology Officer, has been increased from $348,500 to $410,000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 20, 2009, the Compensation Committee of the Board of Directors of Western Digital Corporation (the "Company") established the performance goals for cash bonus awards to be made under the Western Digital Corporation Incentive Compensation Plan (the "ICP") for the six-month period beginning July 4, 2009 and ending January 1, 2010. Under the ICP, the Company’s executive officers and certain other employees are eligible to receive cash bonus awards that are determined based on the Company’s achievement of the established performance goals as well as other discretionary factors, including non-financial and strategic operating objectives, business and industry conditions and individual and business group performance. For the six-month period beginning July 4, 2009 and ending January 1, 2010, the Compensation Committee selected earnings per share as the financial performance goal and established specific earnings per share goals to correspond to specific achievement percentages ranging between 0% and 200%.

For executive officers, the Compensation Committee has previously approved an ICP target bonus under the ICP for each executive officer that is expressed as a percentage of the executive’s semi-annual base salary and that currently ranges from 75% to 150% for the executive officers. At the end of the six-month performance period, the ICP will fund in an amount ranging from 0% to 200% based on an interpolation between the Company’s performance as measured against the pre-established earnings per share goals and a consideration of the Company’s overall achievement of key non-financial and strategic operating objectives as well as changes in the business and industry that occur during the performance period. Each executive will be eligible to receive a bonus in an amount equal to his target bonus multiplied by the funding percentage approved by the Compensation Committee, subject to further adjustment by the Compensation Committee depending upon the executive’s individual and business group’s performance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As previously disclosed in a Form 8-K filed with the SEC on June 15, 2007, each of the executive officers of Western Digital Corporation (the "Company") is eligible to receive a bonus award under the Company’s Incentive Compensation Plan (the "ICP") in an amount ranging from 0% to 200% of the executive’s target bonus for the six-month period ended December 28, 2007 based upon the Company’s performance during such period as measured against pre-established earnings per share goals, and subject to upward or downward adjustment in the discretion of the Compensation Committee of the Board of Directors depending upon the executive’s individual and business group’s performance. On January 21, 2008, after consideration of the Company’s earnings per share results for the six-month period ended December 28, 2007, the Compensation Committee authorized funding of the ICP in an amount equal to 200% of each executive’s target bonus for that six-month period.

In addition, in recognition of the management team’s performance and contribution to (i) the Company’s favorable financial performance during the six-month period ended December 28, 2007, (ii) achievement of significant technology milestones and (iii) the fact that WD Media reached accretion during the December quarter ahead of the Company’s expectations, Mr. Coyne recommended and the Compensation Committee approved an additional bonus of $84,375 for Mr. Leyden, an additional bonus of $75,000 for Mr. Moghadam, and an additional bonus of $75,000 for Mr. Bukaty.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 12, 2007, the Compensation Committee of the Board of Directors of Western Digital Corporation (the "Company") approved an increase in the target bonus percentage for John F. Coyne, the Company’s President and Chief Executive Officer, with respect to cash bonus awards under the Western Digital Corporation Incentive Compensation Plan (the "ICP"). Mr. Coyne’s target bonus percentage was increased from 100% of his semi-annual base salary to 125% of his semi-annual base salary. Such increase will be effective for bonus awards made under the ICP for the 6-month performance period beginning June 30, 2007 and ending December 28, 2007. A description of the material terms of the ICP, including the performance goals established by the Compensation Committee for the 6-month performance period ending December 28, 2007, are described in Item 5.02 of the Current Report on Form 8-K filed by the Company on June 15, 2007.

On September 13, 2007, the Compensation Committee approved long-term performance cash awards for the Company’s named executive officers under the Company’s 2004 Performance Incentive Plan for the performance period beginning June 30, 2007 and ending June 26, 2009. The Compensation Committee determined that payment of the awards will be conditioned upon the accomplishment of specified operating income and revenue goals that have been approved by the Compensation Committee for the performance period applicable to the awards. Depending upon the Company's achievement of these predetermined performance goals, the cash awards will be paid within a reasonable period of time following the end of the Company's 2009 fiscal year, in each case based on a percentage of the target amount (ranging from 0% to 200%). Each long-term performance cash award awarded to the named executive officers is subject to the Notice of Grant of Long-Term Cash Award and Long-Term Cash Award Agreement -- Executives in substantially the form previously filed with the Securities and Exchange Commission.

The Compensation Committee also established on September 13, 2007 the performance goals for the performance cash award previously awarded to Timothy M. Leyden, the Company’s Executive Vice President, Chief Financial Officer, as described in the Current Report on Form 8-K filed by the Company on April 26, 2007. As previously disclosed in such Form 8-K, the cash award corresponds to the performance period beginning June 30, 2007 and ending June 27, 2008. At its meeting on September 13, 2007 the Compensation Committee determined that payment of the award will be conditioned upon the Company's accomplishment of specified operating income and revenue goals for the performance period applicable to the award. Depending upon the Company's achievement of these predetermined performance goals, the cash award will be paid within a reasonable period of time following the end of the Company's 2008 fiscal year, based on a percentage of the target amount (ranging from 0% to 200%). The performance cash award is further subject to the terms and conditions of a Notice of Grant of Long-Term Cash Award and Long-Term Cash Award Agreement -- Executives in substantially the form previously filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, Timothy M. Leyden has been appointed to Executive Vice President, Chief Financial Officer of Western Digital Corporation ("Western Digital") effective September 1, 2007. Mr. Leyden will succeed Stephen D. Milligan, Western Digital’s current Chief Financial Officer, who will leave Western Digital effective August 31, 2007.

On August 22, 2007, in connection with Mr. Leyden’s assumption of the Chief Financial Officer role, the Compensation Committee of the Board of Directors approved an increase in the annual base salary of Mr. Leyden from $409,000 to $450,000. This increase will become effective on September 1, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2007, the Compensation Committee of the Board of Directors of Western Digital Corporation (the "Company") established the performance goals for cash bonus awards to be made under the Western Digital Corporation Incentive Compensation Plan (the "ICP") for the six-month period beginning June 30, 2007 and ending December 28, 2007. Under the ICP, the Company's executive officers and certain other employees are eligible to receive cash bonus awards that are determined based on the Company's achievement of the established performance goals as well as other discretionary factors, including non-financial and strategic operating objectives, business and industry conditions and individual and business group performance. For the six-month period beginning June 30, 2007 and ending December 28, 2007, the Compensation Committee selected earnings per share as the financial performance goal and established specific earnings per share goals to correspond to specific achievement percentages ranging between 0% and 200%.

For executive officers, the Compensation Committee has previously approved an ICP target bonus under the ICP for each executive officer that is expressed as a percentage of the executive’s semi-annual base salary and that currently ranges from 75% to 100% for the executive officers. At the end of the 6-month performance period, the ICP will fund in an amount ranging from 0% to 200% based on an interpolation between the Company's performance as measured against the pre-established earnings per share goals and a consideration of the Company's overall achievement of key non-financial and strategic operating objectives as well as changes in the business and industry that occur during the performance period. Each executive will be eligible to receive a bonus in an amount equal to his target bonus percentage multiplied by the funding percentage approved by the Compensation Committee, subject to further adjustment as described in the next sentence. The actual bonus awarded to an executive officer under the ICP may be adjusted upward or downward in the discretion of the Compensation Committee depending upon the executive's individual and business group's performance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 27, 2006, the Compensation Committee of the Board of Directors of Western Digital Corporation (the "Company") approved awards of stock options, restricted stock units and long-term performance cash awards to the following named executive officers, as follows:

• Stephen D. Milligan, Senior Vice President and Chief Financial Officer: (a) a stock option to purchase 56,818 shares of the Company's common stock, (b) 25,568 restricted stock units, and (c) a long-term performance cash award with a target payout opportunity of $450,000.

• Hossein M. Moghadam, Senior Vice President and Chief Technology Officer: (a) a stock option to purchase 53,030 shares of the Company's common stock, (b) 23,863 restricted stock units, and (c) a long-term performance cash award with a target payout opportunity of $420,000.

• Raymond M. Bukaty, Senior Vice President, Administration, General Counsel and Secretary: (a) a stock option to purchase 37,878 shares of the Company's common stock, (b) 17,045 restricted stock units, and (c) a long-term performance cash award with a target payout opportunity of $300,000.

Each stock option awarded to the above named executive officers has an exercise price equal to the fair market value of a share of the Company's common stock on its grant date of November 27, 2006 and will vest 25% on the first anniversary of its grant date and in substantially equal installments every three months during the three-year period after the first anniversary of its grant date. In addition, each such stock option award is subject to the Company's Notice of Grant of Stock Option and Stock Option Agreement -- Executives in substantially the form previously filed with the Securities and Exchange Commission.

The restricted stock units awarded to the above named executive officers will vest 100% on the third anniversary of their grant date and are subject to the Company's Notice of Grant of Stock Units and Stock Unit Award Agreement -- Executives in substantially the form previously filed with the Securities and Exchange Commission.

Each long-term performance cash award awarded to the above named executive officers is subject to the Notice of Grant of Long-Term Cash Award and Long-Term Cash Award Agreement -- Executives in substantially the form previously filed with the Securities and Exchange Commission. In addition, payment of each such award will be conditioned upon the accomplishment of specified performance goals as measured by predetermined financial operating metrics, in various combinations, for the performance period beginning July 1, 2006 and ending June 27, 2008, as such performance goals have been approved by the Compensation Committee. Depending upon the Company's achievement of these predetermined performance goals, the cash awards will be paid within a reasonable period of time following the end of the Company's 2008 fiscal year, in each case based on a percentage of the target amount (ranging from 0% to 200%).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

At its meeting on November 8, 2006, the Compensation Committee of the Board of Directors of Western Digital Corporation (the "Company") established the performance goals for each of the two $1,000,000 performance cash awards (valued at target) awarded to John F. Coyne on October 31, 2006, as previously described in the Current Report on Form 8-K filed by the Company on November 2, 2006. As previously disclosed in such Form 8-K, the first cash award corresponds to the performance period July 1, 2006 through June 29, 2007 and the second cash award corresponds to the performance period July 1, 2006 through June 27, 2008. For each cash award, the Compensation Committee determined that payment of the award would be conditioned upon the Company's accomplishment of specified performance goals as measured by predetermined financial operating metrics, in various combinations, for the performance period applicable to the award. Depending upon the Company's achievement of these predetermined performance goals, the first cash award will be paid within a reasonable period of time following the end of the Company's 2007 fiscal year and the second cash award will be paid within a reasonable period of time following the end of the Company's 2008 fiscal year, in each case based on a percentage of the target amount (ranging from 0% to 200%). Each performance cash award is further subject to the terms and conditions of a Notice of Grant of Long-Term Cash Award and Long-Term Cash Award Agreement -- Executives in substantially the form previously filed with the Securities and Exchange Commission.

On November 9, 2006, the Compensation Committee of the Board of Directors also established the performance goals for the cash bonus awards under the Western Digital Corporation Incentive Compensation Plan (the "ICP") for the second half of fiscal year 2007. The Compensation Committee determined that funding of the ICP for this period will be based upon the accomplishment of predetermined performance goals as measured by a predetermined financial operating metric. Under the ICP, the Company's executive officers and certain other employees may be awarded cash bonus awards based on the Company's achievement of these predetermined performance goals. For executive officers, a target amount has been established as a percentage of base salary ranging from 75% to 100% of base salary. Depending upon the Company's achievement of these performance goals, the ICP may fund based on a percentage of the target bonus amount (ranging from 0% to 200% of the target). However, individual participation in the ICP is based on individual performance, and actual awards may vary upward or downward.

Also, on November 9, 2006, the Compensation Committee of the Board of Directors approved an increase in the annual base salary of Stephen D. Milligan from $400,000 to $450,000. This increase became effective on November 9, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.