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This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. Non-Equity
Incentive Plan Compensation and Awards
Incentive Compensation Plan. Under our
Incentive Compensation Plan, or ICP, our executive officers and
other participating employees are eligible to receive cash bonus
awards on a semi-annual basis. The amount of the bonuses payable
under our ICP are determined based on our achievement of
operating
and/or
financial performance goals established by the Compensation
Committee semi-annually as well as other discretionary factors,
including non-financial and strategic operating objectives,
business and industry conditions and individual and business
group performance.
The executive is generally required to remain employed with us
through the date on which the Compensation Committee determines,
and we pay, the bonus amounts for the applicable semi-annual
period to be eligible to receive payment of the bonus for that
period. Mr. Shakeels employment agreement with us
provided, however, that he would be eligible to receive a
semi-annual bonus award for the second half of fiscal 2007 as
long as he remained employed with us through June 29, 2007,
the last day of the performance period under the ICP for the
second half of fiscal 2007.
See the Compensation Discussion and Analysis
beginning on page 16 above for a more detailed description
of our Incentive Compensation Plan, including the payouts to our
named executive officers under the ICP for fiscal 2007.
Long-Term Performance Cash Awards. The
long-term performance cash awards reported in the Grants of
Plan-Based Awards Table Fiscal 2007 were granted
under, and are subject to, the terms of our 2004 Performance
Incentive Plan as well as 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.
Each long-term performance cash award is valued at a target
amount as determined by the Compensation Committee and will be
payable in cash at the end of a fixed performance period in an
amount ranging between 0% and 200% of the target amount
depending upon the level of our achievement against one or more
operating
and/or
financial performance goals established by the Compensation
Committee. For a description
Table of Contents
of the accelerated vesting conditions of the long-term
performance cash awards in the event of certain termination or
change in control events, see Potential Payments upon
Termination or Change in Control below.
In addition, during fiscal 2007, Mr. Coyne and
Dr. Moghadam earned payments under long-term performance
cash awards previously awarded to them by the Compensation
Committee, as follows:
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