Exhibit 10.1.10



 





Exhibit 10.1.10




WESTERN DIGITAL CORPORATION

AMENDED AND RESTATED 2004 PERFORMANCE INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT PROGRAM



1. Establishment. The Corporation maintains the Western Digital Corporation Non-Employee
Directors Restricted Stock Unit Plan, which plan is hereby amended and restated in its entirety
effective as of November 17, 2005 (the “Effective Date”) as set forth herein and is hereby renamed
the Non-Employee Director Restricted Stock Unit Grant Program (the “Program”). This amendment and
restatement of the Program is effective as to grants on and after the Effective Date; awards
granted under the Program prior to the Effective Date are governed by the applicable terms of the
Program as in effect on the date of grant of the award. The Program has been restated as an
Appendix to, and any shares of Common Stock issued with respect to awards granted under the Program
on and after the Effective Date shall be charged against the applicable share limits of, the
Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (the “Plan”).
Except as otherwise expressly provided herein, the provisions of the Plan shall govern all awards
made pursuant to the Program. Capitalized terms are defined in the Plan if not defined herein.



2. Purpose. The purpose of the Program is to promote the success of the Corporation and
the interests of its stockholders by providing members of the Board who are not officers or
employees of the Corporation or one of its Subsidiaries (“Non-Employee Directors”) an opportunity
to acquire an ownership interest in the Corporation and more closely aligning the interests of
Non-Employee Directors and stockholders.



3. Participation. An award of Stock Units (a “Stock Unit Award”) under the Program shall
be made only to Non-Employee Directors, shall be evidenced by a Notice of Award of Stock Units
substantially in the form attached as Exhibit 1 hereto and shall be further subject to such
other terms and conditions set forth therein. As used in the Program, the term “Stock Unit” shall
mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to
one outstanding share of Common Stock (subject to adjustment as provided in Section 7.1 of the
Plan) solely for purposes of the Program. Stock Units shall be used solely as a device for the
determination of the number of shares of Common Stock to eventually be delivered to a Non-Employee
Director if Stock Units held by such Non-Employee Director vest pursuant to Section 6 or Section 8.
Stock Units shall not be treated as property or as a trust fund of any kind. Stock Units granted
to a Non-Employee Director pursuant to the Program shall be credited to an unfunded bookkeeping
account maintained by the Corporation on behalf of the Non-Employee Director (a “Program Account”).




4. Annual Stock Unit Awards.





4.1 Annual Awards. On each January 1 during the term of the Plan commencing on January 1,
2006, each Non-Employee Director then in office shall be granted automatically (without any
action by the Board or the Administrator) a Stock Unit Award with respect to a number
(rounded down to the nearest whole number) of Stock Units equal to (i) $100,000, divided by
(ii) the Fair Market Value of a share of Common Stock on the applicable January 1 (subject
to adjustment as provided in Section 7.1 of the Plan).



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An individual who was previously a member of the Board, who then ceased to be a member of
the Board for any reason, and who then again becomes a Non-Employee Director shall thereupon
again become eligible to be granted Stock Units under this Section 4.1.




4.2 Initial Award for New Non-Employee Directors. Each Non-Employee Director, upon first
becoming a Non-Employee Director (including, without limitation, by virtue of being
appointed or elected to the Board or, with respect to any member of the Board who is
employed by the Corporation or any of its Subsidiaries, by virtue of retiring or otherwise
ceasing to be employed by the Corporation or any of its Subsidiaries), shall be granted
automatically (without any action by the Board or the Administrator) a Stock Unit Award with
respect to a number of Stock Units equal to (i) the number of Stock Units in the Annual
Award immediately preceding the date such person first becomes a Non-Employee Director,
divided by (ii) 365, multiplied by (iii) the number of days from the date such person first
becomes a Non-Employee Director to the immediately following January 1.




4.3 Transfer Restrictions. Stock Units granted pursuant to this Section 4 shall be subject
to the transfer restrictions set forth in Section 5.7 of the Plan. For purposes of clarity,
the Administrator has not approved any transfer exceptions with respect to Stock Units
granted pursuant to the Program in accordance with Section 5.7.2 of the Plan.



5. Dividend and Voting Rights.





5.1 Limitation of Rights Associated with Stock Units. A Non-Employee Director shall have no
rights as a stockholder of the Corporation, no dividend rights (except as expressly provided
in Section 5.2 with respect to dividend equivalent rights) and no voting rights, with
respect to Stock Units granted pursuant to the Program and any shares of Common Stock
underlying or issuable in respect of such Stock Units until such shares of Common Stock are
actually issued to and held of record by the Non-Employee Director. No adjustments will be
made for dividends or other rights of a holder for which the record date is prior to the
date of issuance of the stock certificate.




5.2 Dividend Equivalent Rights. As of any date that the Corporation pays a dividend (other
than in shares of Common Stock) upon issued and outstanding Common Stock, or makes a
distribution (other than in shares of Common Stock) with respect thereto, a Non-Employee
Director’s Program Account shall be credited with an additional number (rounded down to the
nearest whole number) of Stock Units equal to (i) the “fair value” of any dividend (or other
distribution) with respect to one share of Common Stock, multiplied by (ii) the number of
unvested Stock Units credited to the Non-Employee Director’s Program Account immediately
prior to such dividend or distribution, divided by (iii) the Fair Market Value of a share of
Common Stock on the date of payment of such dividend or distribution. In the case of a cash
dividend or distribution, the “fair value” thereof shall be the amount of such cash, and, in
the case of any other dividend or distribution (other than in shares of Common Stock), the
“fair value” thereof shall be such amount as shall be determined in good faith by the
Administrator. Stock Units credited pursuant to the foregoing provisions of this Section
5.2 shall be subject to the



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same vesting, payment and other terms, conditions and restrictions as the original Stock
Units to which they relate. No adjustment shall be made pursuant to Section 7.1 of the Plan
as to Stock Units granted pursuant to the Program in connection with any dividend (other
than in shares of Common Stock) or distribution (other than in shares of Common Stock) for
which dividend equivalents are credited pursuant to the foregoing provisions of this Section
5.2. Stock Units granted pursuant to the Program shall otherwise be subject to adjustment
pursuant to Section 7.1 of the Plan (for example, and without limitation, in connection with
a split or reverse split of the outstanding Common Stock).


6. Vesting. Subject to Section 8 hereof and Section 7 of the Plan, a Stock Unit Award
granted to a Non-Employee Director pursuant to the Program (whether pursuant to Section 4 or
Section 5.2) shall vest and become payable as to 100% of the total number of Stock Units subject
thereto on the third anniversary of the date of grant of the Stock Unit Award.



7. Continuation of Services. The vesting schedule requires continued service through each
applicable vesting date as a condition to the vesting of the applicable installment of a Stock Unit
Award and the rights and benefits under the Program. Partial service, even if substantial, during
any vesting period will not entitle a Non-Employee Director to any proportionate vesting or avoid
or mitigate a termination of rights and benefits upon or following a termination of services as
provided in Section 8 below. Nothing contained in the Program constitutes a continued service
commitment by the Corporation, confers upon a Non-Employee Director any right to remain in service
to the Corporation, interferes with the right of the Corporation at any time to terminate such
service, or affects the right of the Corporation to increase or decrease a Non-Employee Director’s
other compensation.



8. Termination of Directorship. Subject to earlier termination pursuant to Section 7 of
the Plan, if a Non-Employee Director ceases to be a member of the Board for any reason, the
following rules shall apply with respect to any Stock Units granted to the Non-Employee Director
pursuant to Section 4 above (the last day that the Non-Employee Director is a member of the Board
is, except as otherwise provided below, referred to as the Non-Employee Director’s “Severance
Date”):





	 	•	 	other than as expressly provided below in this Section 8, (a) one-third (1/3) of the
number of Stock Units granted to the Non-Employee Director pursuant to the Program
within the period commencing twenty-four (24) months prior to, and ending twelve (12)
months prior to, the Non-Employee Director’s Severance Date shall immediately vest and
become payable; (b) two-thirds (2/3) of the number of Stock Units granted to the
Non-Employee Director pursuant to the Program within the period commencing thirty-six
(36) months prior to, and ending twenty-four (24) months prior to, the Non-Employee
Director’s Severance Date shall immediately vest and become payable; and (c) all Stock
Units granted to a Non-Employee Director pursuant to the Program that have not vested
as of, or do not vest upon, the Non-Employee Director’s Severance Date, shall
immediately terminate without payment therefor;
	 
	 	•	 	if the Non-Employee Director ceases to be a member of the Board due to his or her
death or Disability (as defined below), all Stock Units granted to the Non-




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	 	 	 	Employee Director pursuant to the Program shall immediately vest and become payable;
	 
	 	•	 	if the Non-Employee Director ceases to be a member of the Board due to his or her
Retirement (as defined below), all Stock Units subject to a Stock Unit Award granted to
the Non-Employee Director pursuant to the Program shall immediately vest and become
payable, provided that the Non-Employee Director has served as a member of the Board
for at least twelve (12) continuous months following the grant date of such Stock Unit
Award;
	 
	 	•	 	if the Non-Employee Director ceases to be a member of the Board due to his or her
Removal, all then-unvested Stock Units granted to the Non-Employee Director pursuant to
the Program shall immediately terminate without payment therefor.





     For purposes of this Section 8, the term “Disability” shall mean a period of disability during
which a Non-Employee Director qualified for permanent disability benefits under the Corporation’s
long-term disability plan, or, if the Non-Employee Director does not participate in such a plan, a
period of disability during which the Non-Employee Director would have qualified for permanent
disability benefits under such a plan had the Non-Employee Director been a participant in such a
plan, as determined in the sole discretion of the Administrator. If the Corporation does not
sponsor such a plan, or discontinues to sponsor such a plan, Disability shall be determined by the
Administrator in its sole discretion. For purposes of this Section 8, the term “Retirement” shall
mean the cessation of a director’s services as a member of the Board due to his or her voluntary
resignation at any time after such director has served as a member of the Board for at least
forty-eight (48) months. For purposes of this Section 8, the term “Removal” shall mean the removal
of a Non-Employee Director from the Board, with or without cause, in accordance with the
Corporation’s Certificate of Incorporation, Bylaws or the Delaware General Corporation Law.



     Notwithstanding any other provision of this Section 8, if a Non-Employee Director ceases to be
a member of the Board (regardless of the reason) but, immediately thereafter, is employed by the
Corporation or one of its Subsidiaries, such director’s Severance Date shall not be the date the
director ceases to be a member of the Board but instead shall be the last day that the director is
either or both (1) a member of the Board and/or (2) employed by the Corporation or a Subsidiary.


9. Timing and Manner of Payment of Stock Units. Except as provided in Section 10 below, on
or within fifteen (15) business days following the vesting of any Stock Units granted to a
Non-Employee Director pursuant to the Program (whether pursuant to Section 6 or Section 8 hereof or
Section 7 of the Plan), the Corporation shall deliver to the Non-Employee Director a number of
shares of Common Stock (either by delivering one or more certificates for such shares or by
entering such shares in book entry form, as determined by the Corporation in its sole discretion)
equal to the number of Stock Units that vest on the applicable vesting date, subject to adjustment
as provided in Section 7 of the Plan; provided, however, that, to the extent permitted by the
Corporation’s Amended and Restated Deferred Compensation Plan, as it may be amended from time to
time (the “Deferred Compensation Plan”), a Non-Employee Director may elect to


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defer receipt of any or all shares of Common Stock payable with respect to Stock Units that vest
pursuant to the Program. Such elections shall be made, and any such deferral shall be effected and
administered, in accordance with the Deferred Compensation Plan. The Corporation’s obligation to
deliver shares of Common Stock with respect to vested Stock Units is subject to the condition
precedent that the Non-Employee Director (or other person entitled under the Plan to receive any
shares with respect to the vested Stock Units) deliver to the Corporation any representations or
other documents or assurances required pursuant to Section 8.1 of the Plan. A Non-Employee
Director shall have no further rights with respect to any Stock Units that are paid or that are
terminated pursuant to Section 8 hereof or Section 7 of the Plan, and such Stock Units shall be
removed from the Non-Employee Director’s Program Account upon the date of such payment or
termination.



10. Change in Control Events. A Stock Unit Award may vest and become payable in connection
with the occurrence of certain events involving the Corporation as provided for in Section 7 of the
Plan; provided, however, that, notwithstanding anything to the contrary in the Program or the Plan,
if the event giving rise to such accelerated vesting is not also a “change in the ownership or
effective control” of the Corporation for purposes of Section 409A of the Code, then payment with
respect to such vested Stock Unit Award shall not be made until such Stock Unit Award would have
become vested and payable without regard to this Section 10 or Section 7 of the Plan.



11. Plan Provisions; Maximum Number of Shares; Amendment; Administration. Stock Units
granted under the Program shall otherwise be subject to the terms of the Plan (including, without
limitation, the provisions of Section 7 of the Plan). If Stock Unit Awards otherwise required
pursuant to the Program would otherwise exceed any applicable share limit under Section 4.2 of the
Plan, such grants shall be made pro-rata to Non-Employee Directors entitled to such grants. The
Board may from time to time amend the Program without stockholder approval; provided that no such
amendment shall materially and adversely affect the rights of a Non-Employee Director as to a Stock
Unit Award granted under the Program before the adoption of such amendment. The Board may amend,
modify, suspend or terminate outstanding Stock Unit Awards; provided, however, that outstanding
Stock Unit Awards shall not be amended, modified, suspended or terminated so as to impair any
rights of the recipient of the award without the consent of such recipient. If any such amendment
or modification to an outstanding Stock Unit Award has the result of accelerating the vesting of
such award, then any election that had been made to defer receipt of payment with respect to any or
all of the Stock Units subject to the award pursuant to the Deferred Compensation Plan shall be
disregarded. The Program does not limit the Board’s authority to make other, discretionary award
grants to Non-Employee Directors pursuant to the Plan. The Plan Administrator’s power and
authority to construe and interpret the Plan and awards thereunder pursuant to Section 3.1 of the
Plan shall extend to the Program and awards granted hereunder. As provided in Section 3.2 of the
Plan, any action taken by, or inaction of, the Administrator relating or pursuant to the Program
and within its authority or under applicable law shall be within the absolute discretion of that
entity or body and shall be conclusive and binding upon all persons.




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As amended (Section 8) November 9, 2006


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As amended (Section 4.2) August 22, 2007





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