Western Digital (WDC)

Item 1.01 Entry into a Material Definitive Agreement.

At its meeting on September 14, 2006, the Compensation Committee of the Board of Directors of Western Digital Corporation (the "Company") established the performance goals for the $600,000 long-term target cash award granted to John Coyne on May 11, 2006 under the Company's 2004 Performance Incentive Plan and previously described in the Current Report on Form 8-K filed by the Company on May 16, 2006. The Compensation Committee determined that payment of the long-term cash award will be conditioned upon the Company's accomplishment of predetermined performance goals as measured by a predetermined financial operating metric for the period beginning July 1, 2006 and ending June 27, 2008 (the "Measurement Period"). Depending upon the Company's achievement of these predetermined performance goals, the long-term cash award will be paid within a reasonable period of time following the end of the Measurement Period based on a percentage of the target award amount (ranging from 0% to 200%). The long-term cash award is further subject to the terms and conditions of 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.

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 1.01 Entry into a Material Definitive Agreement.

On July 16, 2006 Western Digital entered into an amendment (the "Amendment") to the volume purchase agreement with Showa Denko K.K. dated August 17, 2005 (the "Supply Agreement"). The Amendment is part of an ongoing effort by WD to diligently work with strategic suppliers to help ensure adequate supply of key components for its hard drives. The Supply Agreement as amended requires that Showa supply Western Digital with certain specified media volumes until June 30, 2009.

The above description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Registrant’s quarterly report on Form 10-Q for the period ended September 30, 2006, with portions omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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 1.01 Entry into a Material Definitive Agreement.

At a meeting on June 20, 2006, the Compensation Committee of the Board established the performance goals for the cash bonus awards under the Western Digital Corporation Incentive Compensation Plan (the "ICP Plan") for the first half of fiscal year 2007. The Compensation Committee determined that funding of the ICP Plan for this period will be based upon accomplishment of specific revenue targets and earnings per share targets, in various combinations.

Under the ICP Plan, 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 bonus amount has been established as a percentage of base salary ranging from 65% to 100% of base salary. Depending upon the Company’s achievement of these predetermined performance goals, the ICP Plan 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 Plan is based on individual performance, and actual awards may vary upward or downward.

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 1.01 Entry into a Material Definitive Agreement.

On May 10, 2006, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Western Digital Corporation (the "Company") approved an amendment to the definition of "retired" in Section 6(d) of each of the Form of Notice of Grant of Stock Option and Stock Option Award Agreement -- Executives (the "Exective Stock Option Agreement") and the Form of Notice of Grant of Stock Option and Stock Option Award Agreement -- Non-Executives (the "Non-Executive Stock Option Agreement"). Effective for stock options awarded on or after May 10, 2006, a participant will be deemed to be "retired" for purposes of Section 6(d) if the participant retires from employment with the Company or one of its subsidiaries for any reason other than Cause (as defined in the award agreements) after satisfying all of the following at the time of such retirement: (i) the participant is at least 65 years of age, (ii) the participant’s age plus total years of continuous service with the Company or any of its subsidiaries totals at least 75, and (iii) the participant has five (5) or more years of continuous service with the Company or any of its subsidiaries ending on the date of the participant's retirement. All other material terms of the Executive Stock Option Agreement and the Non-Executive Stock Option Agreement remain unaltered.

A copy of each of the Executive Stock Option Agreement and the Non-Executive Stock Option Agreement, as amended, are filed herewith as Exhibit 10.1.1 and Exhibit 10.1.5, respectively, and are incorporated herein by this reference.



In addition, the disclosure in Item 5.02 below is hereby incorporated by reference into this Item 1.01.

Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2006 Western Digital entered into a third amendment (the "Amendment") to the volume purchase agreement with Komag Incorporated and Komag USA (Malaysia) Sdn, dated June 6, 2005 and amended on July 22, 2005 and November 29, 2005 (the "Komag VPA"). The Amendment is part of an ongoing effort by WD to diligently work with strategic suppliers to help ensure adequate supply of key components for its hard drives. The Amendment increases the specified media volumes that Komag supplies Western Digital from additional new production capacity. Komag’s supply obligations and Western Digital’s purchase obligations under the Komag VPA as amended are for an initial period ending eighteen months after Komag has commenced full capacity production from its new capacity, subject to certain extension and renewal periods.

The above description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Registrant’s annual report on Form 10-Q for the period ended December 30, 2005, with portions omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

This Form 8-K contains forward-looking statements, including statements concerning the company’s ongoing efforts to help ensure adequate supply of key components for its hard drives. These forward-looking statements are based on current management expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including: changes in availability and cost of specialized product components; actions by competitors; supply and demand conditions in the hard drive industry; pricing trends and fluctuations in average selling prices (ASPs); and other risks and uncertainties listed in the company's most recent Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

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 1.01 Entry into a Material Definitive Agreement.

On November 29, 2005, Western Digital entered into a second amendment (the "Amendment") to the volume purchase agreement with Komag Incorporated and Komag USA (Malaysia) Sdn, dated June 6, 2005 and amended on July 22, 2005 (the "Komag VPA"). The Amendment is part of an ongoing effort by Western Digital to diligently work with strategic suppliers to help ensure adequate supply of key components for its hard drives. The Amendment increases the specified media volumes that Komag supplies Western Digital from additional new production capacity. Komag’s supply obligations and Western Digital’s purchase obligations under the Komag VPA, as amended, are for an initial period ending eighteen months after Komag has commenced full capacity production from its new capacity, subject to certain extension and renewal periods.

The above description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Registrant’s annual report on Form 10-Q for the period ending December 30, 2005, with portions omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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 1.01 Entry into a Material Definitive Agreement.

This Form 8-K/A is being filed to correct a portion of the description of Mr. Massengill's employment agreement included in a Form 8-K filed on August 26, 2005. Such Form 8-K reported, among other things, the terms of modifications made to outstanding stock options and restricted shares held by Mr. Massengill, Chairman of the Board. The 8-K stated that (a) provided that Mr. Massengill remains employed by Western Digital through January 1, 2007, any of his outstanding stock options and any of his restricted shares that are scheduled to vest after January 1, 2007 and on or before July 31, 2007 will accelerate and become vested on January 1, 2007 and (b) with respect to the accelerated options, Mr. Massengill will have until the later of (i) January 1, 2010, or (ii) the time the options would have otherwise expired or been terminated in accordance with the termination of employment rules otherwise applicable to the options (but in no event later than the expiration date of the options) to exercise those options. A corrected copy of Mr. Massengill's employment agreement, a copy of which is attached hereto as Exhibit 10.1, provides that the extended exercise period described above applies to all outstanding vested options held by Mr. Massengill as of January 1, 2007, including the accelerated options.

Item 1.01 Entry into a Material Definitive Agreement.

On August 17, 2005 Western Digital Technologies Inc., a wholly owned subsidiary of Western Digital Corporation, entered into a volume purchase agreement with Showa Denko K.K. (the "Supply Agreement"). The Supply Agreement requires that Showa supply Western Digital with certain specified media volumes until December 31, 2007 and is part of an ongoing effort by WD to diligently work with strategic suppliers to help ensure adequate supply of key components for its hard drives.

The above description of the Supply Agreement is qualified in its entirety by reference to the full text of the Supply Agreement, a copy of which will be filed as an exhibit to the Registrant’s annual report on Form 10-K for the period ended July 1, 2005, with portions omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

This Form 8-K contains forward-looking statements, including statements concerning the company’s ongoing efforts to help ensure adequate supply of key components for its hard drives. These forward-looking statements are based on current management expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including: changes in availability and cost of specialized product components; actions by competitors; supply and demand conditions in the hard drive industry; pricing trends and fluctuations in average selling prices (ASPs); and other risks and uncertainties listed in the company's most recent Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

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 1.01 Entry into a Material Definitive Agreement.

On July 22, 2005 Western Digital entered into an amendment (the "Amendment") to the volume purchase agreement with Komag Incorporated and Komag USA (Malaysia) Sdn, dated June 6, 2005 (the "Komag VPA"). The Amendment is part of an ongoing effort by WD to diligently work with strategic suppliers to help ensure adequate supply of key components for its hard drives. The Amendment increases the specified media volumes that Komag supplies Western Digital from additional new production capacity. Komag’s supply obligations and Western Digital’s purchase obligations under the Komag VPA as amended are for an initial period ending eighteen months after Komag has commenced full capacity production from its new capacity, subject to certain extension and renewal periods.

The above description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Registrant’s annual report on Form 10-K for the period ended July 1, 2005.

This Form 8-K contains forward-looking statements, including statements concerning the company’s ongoing efforts to help ensure adequate supply of key components for its hard drives. These forward-looking statements are based on current management expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including: changes in availability and cost of specialized product components; actions by competitors; supply and demand conditions in the hard drive industry; pricing trends and fluctuations in average selling prices (ASPs); and other risks and uncertainties listed in the company's most recent Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

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 1.01. Entry into a Material Definitive Agreement.

On June 6, 2005, Western Digital Technologies, Inc., a wholly owned subsidiary of Western Digital Corporation, entered into a volume purchase agreement (VPA) with Komag Incorporated and Komag USA (Malaysia) Sdn. which terminates and replaces the existing agreement between the parties dated April 8, 1999, as amended. The new agreement with Komag is part of an ongoing effort by WD to diligently work with strategic suppliers to help ensure adequate supply of key components for its hard drives. The VPA requires that Komag supply and WD purchase certain specified media volumes and that Komag supply media from existing and new production capacity to meet such purchase requirements, subject to certain exceptions and grace periods. Komag’s supply obligations and WD’s purchase obligations under the VPA are for an initial period of eighteen months after Komag has commenced full capacity production from its new capacity, subject to certain extension and renewal periods.

The above description of the VPA is qualified in its entirety by reference to the full text of the VPA, a copy of which will be filed as an exhibit to the Registrant’s annual report on Form 10-K for the period ended July 1, 2005.

This Form 8-K contains forward-looking statements, including statements concerning the company’s ongoing efforts to help ensure adequate supply of key components for its hard drives. These forward-looking statements are based on current management expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including: changes in availability and cost of specialized product components; actions by competitors; supply and demand conditions in the hard drive industry; pricing trends and fluctuations in average selling prices (ASPs); and other risks and uncertainties listed in the company's most recent Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

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 1.01. Entry into a Material Definitive Agreement.

At a meeting on May 18, 2005, the Compensation Committee of the Board of Directors of the Company established the performance goals for the cash bonus awards under the Western Digital Corporation Incentive Compensation Plan (the "Plan") for the first half of fiscal year 2006. The Committee determined that funding of the Plan for this period will be based upon accomplishment of specific EPS and revenue targets, in various combinations. These predetermined performance goals were recommended to, and approved by, the non-management members of the Board of Directors on May 19, 2005.

Under the Plan, certain employees of the Company, including the Company’s executive officers, may be awarded cash bonus awards based on the Company’s achievement of these predetermined performance goals. For executive officers, a target bonus amount has been established previously as a percentage of base salary ranging from 65% to 100% of base salary. Depending upon the Company’s achievement of these predetermined performance goals, the Plan may fund based on a percentage of the target bonus amount (ranging from 0% to 200% of the target). However, individual participation in the Plan is based on individual performance, and actual awards may vary upward or downward.

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 1.01. Entry into a Material Definitive Agreement.

On March 18, 2005, Western Digital Technologies, Inc., a wholly-owned subsidiary of the registrant, executed and delivered to Trinet Essential Facilities XXVI, Inc., as landlord, a Third Amendment to Lease to amend that certain Lease Agreement, dated as of June 3, 1996, as amended (the "Original Lease"), covering approximately 130,925 square feet of space located at the premises commonly known as 5863 Rue Ferrari Drive, City of San Jose, County of Santa Clara, State of California (the "Original Premises"). The purpose of the Third Amendment to Lease was to extend the term of the Original Lease for a period of ten years and one month commencing on March 1, 2005 and to expand the Original Premises to include a portion of the adjacent building commonly known as 5853 Rue Ferrari Drive, City of San Jose, County of Santa Clara, State of California (the "Expansion Premises"). The total square footage of the Original Premises and the Expansion Premises is approximately 213,395 square feet. The initial monthly installment of rent payable under the Third Amendment to Lease is $78,555. Beginning October 1, 2005, the monthly installment of rent payable under the Third Amendment to Lease will be $128,037 and will increase three percent each year thereafter until expiration of the lease.

Item 1.01. Entry into a Material Definitive Agreement.

1. On January 20, 2005, Western Digital Corporation awarded cash performance bonuses for the first six months of fiscal year 2005 to certain Western Digital named executive officers under the Western Digital Incentive Compensation Plan. Matthew E. Massengill, Chairman and Chief Executive Officer, will receive $600,000, Arif Shakeel, President and Chief Operating Officer, will receive $370,000, Stephen D. Milligan, Senior Vice President and Chief Financial Officer, will receive $171,000, and Raymond M. Bukaty, Senior Vice President, Administration and General Counsel, will receive $171,000. The bonuses were approved by the Compensation Committee of the Board of Directors and the independent outside director members of the Board of Directors, based upon an evaluation of the performance of each officer and Western Digital during the first six months of fiscal year 2005 relative to the criteria established by the Compensation Committee in May 2004, related to Western Digital’s earnings per share and cash flow from operations.

2. On January 20, 2005, the Compensation Committee of the Board of Directors and the independent outside director members of the Board of Directors of Western Digital approved target awards of restricted stock units with performance-based vesting ("Performance Shares") for certain Western Digital named executive officers under the Western Digital 2004 Performance Incentive Plan. Mr. Massengill’s target was set at 210,000 Performance Shares, Mr. Shakeel’s target was set at 115,000 Performance Shares, Mr. Milligan’s target was set at 55,000 Performance Shares and Mr. Bukaty’s target was set at 58,000 Performance Shares.

The Performance Share awards represent a target number of restricted stock units to be later credited to the account of each named executive officer, subject to adjustment based on the financial performance of Western Digital. Following the end of each of the three fiscal years ending in 2006, 2007 and 2008, the Compensation Committee of the Board of Directors will credit to each executive officer’s account a number of Performance Shares equal to an amount between 0% and 300% of one-third of the target number of Performance Shares. The number of Performance Shares credited will depend upon the level of Western Digital’s achievement of specified business objectives of revenue growth and cash flow during the prior fiscal year. The value of a Performance Share tracks the value of a share of Western Digital’s Common Stock. In July 2008, all Performance Shares credited by the Compensation Committee to each named executive officer’s account will be paid in the form of Western Digital Common Stock on a one-for-one basis and issued to the named executive officer, subject to applicable withholding taxes.

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.