Exhibit








Exhibit 10.2
Western Digital Corporation
Summary of Compensation Arrangements
for
Named Executive Officers and Directors
January 2017


NAMED EXECUTIVE OFFICERS


Base Salaries. The current annual base salaries for the executive officers of Western Digital Corporation (the “Company”) who were named in the Summary Compensation Table in the Company’s Proxy Statement that was filed with the Securities and Exchange Commission in connection with the Company’s 2016 Annual Meeting of Stockholders (the “Named Executive Officers”) are as follows:


	
					
	Named Executive Officer
	Title
	Current
Base Salary

	Stephen D. Milligan
	Chief Executive Officer
	$
	1,150,000
	


	Michael D. Cordano
	President and Chief Operating Officer
	$
	800,000
	


	Mark P. Long
	Executive Vice President, Finance and Chief Strategy Officer
	$
	625,000
	


	Michael C. Ray
	Executive Vice President, 
	$
	550,000
	







Semi-Annual Bonuses. Under the Company’s Amended and Restated 2004 Performance Incentive Plan, the Named Executive Officers are also eligible to receive cash bonus awards pursuant to the short-term incentive program (“STI”) under the Company’s Incentive Compensation Plan. The cash bonus awards are determined based on the Company’s achievement of performance goals pre-established by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (for fiscal 2016, pre-established adjusted earnings per share goals) as well as other factors.


Additional Compensation. The Named Executive Officers are also eligible to receive equity-based incentives as determined by the Committee, entitled to participate in various Company plans, and for Mr. Milligan, subject to an employment agreement, in each case as set forth in exhibits to the Company’s filings with the Securities and Exchange Commission. In addition, the Named Executive Officers may be eligible to receive perquisites and other personal benefits as disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission in connection with the Company’s 2016 Annual Meeting of Stockholders.


DIRECTORS


Annual Retainer and Committee Retainer Fees. The following table sets forth the current annual retainer and committee membership fees payable to each of the Company’s non-employee directors:
	
				
	Type of Fee
	Current Annual
Retainer Fees

	Annual Retainer
	$
	75,000
	


	Additional Non-Executive Chairman of Board Retainer
	$
	100,000
	


	Additional Committee Retainers
	 

	•     Audit Committee
	$
	15,000
	


	•     Compensation Committee
	$
	12,500
	


	•     Governance Committee
	$
	7,500
	


	Additional Committee Chairman Retainers
	 

	•     Audit Committee
	$
	25,000
	


	•     Compensation Committee
	$
	22,500
	


	•     Governance Committee
	$
	12,500
	


















The annual retainer fees are paid immediately following the Annual Meeting of Stockholders. Non-employee directors do not receive a separate fee for each Board of Directors or committee meeting they attend. However, the Company reimburses all non-employee directors for reasonable out-of-pocket expenses incurred to attend each Board of Directors or committee meeting. Mr. Milligan, who is an employee of the Company, does not receive any compensation for his service on the Board or any Board committee.


Additional Director Compensation. The Company’s non-employee directors are also entitled to participate in the following other Company plans as set forth in exhibits to the Company’s filings with the Securities and Exchange Commission: Non-Employee Director Restricted Stock Unit Grant Program, as adopted under the Company’s Amended and Restated 2004 Performance Incentive Plan; and Deferred Compensation Plan.