exv10w2






Exhibit 10.2




SEPARATION AND GENERAL RELEASE AGREEMENT




     This Separation and General Release Agreement (this “Agreement”), is entered into this 31st
day of March, 2010 (the “Effective Date”), by and between Hossein M. Moghadam (“Moghadam”) on the
one hand, and Western Digital Corporation (“WDC”), on behalf of itself and all other corporations
or other entities a majority of whose outstanding voting stock or voting power is beneficially
owned directly or indirectly by WDC (each, a “WDC Subsidiary”), on the other hand. WDC and all WDC
Subsidiaries are referred to collectively herein as “Western Digital.”



     WHEREAS, Moghadam has been employed as Senior Vice President, Chief Technology Officer of WDC;
and



     WHEREAS, Moghadam and Western Digital have mutually agreed to terminate Moghadam’s employment
relationship with Western Digital upon the terms set forth herein.



     NOW, THEREFORE, in consideration of the covenants undertaken and the releases contained in
this Agreement, Moghadam and Western Digital agree as follows:



     1. Separation. Moghadam’s position as Senior Vice President, Chief Technology
Officer, for Western Digital and as an employee of Western Digital, or in any other capacity for
Western Digital, is hereby terminated effective March 31, 2010 (“Separation Date”). Moghadam
acknowledges and agrees that he has received all amounts owed for his regular and usual salary
(including, but not limited to, any bonus, incentive compensation or other wages), and usual
benefits through the end of the pay period immediately preceding his execution of this Agreement,
or, if signed on or after the Separation Date, through the Separation Date. Except as otherwise
provided in this Agreement, all benefits of employment will cease as of the Separation Date.
Moghadam hereby acknowledges that he is not eligible for any severance benefits under any Western
Digital plan or policy, and that the only benefits he is entitled to after the Separation Date are
those specifically set forth in this Agreement.



     2. Consideration. In consideration for the covenants undertaken and releases given
herein by Moghadam, and provided that Moghadam (a) executes this Agreement, (b) is not in breach or
default of this Agreement, (c) does not revoke this Agreement during the 7 day revocation period
following his execution of this Agreement, and (d) performs all of his obligations under this
Agreement, Western Digital agrees to provide the following consideration (beyond that which
Moghadam is currently entitled to receive):




	 	i.	 	Separation Pay. Western Digital shall pay to Moghadam the sum of Eight
Hundred Twenty Thousand Dollars and No Cents ($820,000), less standard withholding and
authorized deductions, within thirty (30) days of the Separation Date.
	 
	 	ii.	 	COBRA. Provided Moghadam timely elects COBRA continuation of his
medical, dental and/or vision coverage existing as of the Separation Date,
Western Digital shall make the applicable COBRA premium payments on Moghadam’s
behalf until the earlier of (i) eighteen (18) months following the





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	 	 	 	Separation Date
or (ii) Moghadam’s becoming eligible for equivalent coverage under another
employer’s plan(s). Moghadam shall provide notice to Western Digital upon becoming
eligible for equivalent coverage under another employer’s plan(s).
	 
	 	iii.	 	ICP Payment. With respect to the ICP cycle ending July 2, 2010,
Western Digital shall pay to Moghadam a lump sum payment in the amount of Seventy-Six
Thousand Eight Hundred Seventy-Five Dollars and No Cents ($76,875), less standard
withholding and authorized deductions, which represents a pro-rata portion of
Moghadam’s target bonus opportunity under the ICP for the cycle ending July 2, 2010
(with such pro-rata portion based on the number of full months during the cycle prior
to the Separation Date and assuming achievement of the applicable performance goals at
100% of target, regardless of Western Digital’s actual achievement for the cycle). The
amount will be paid within thirty (30) days of the Separation Date. For avoidance of
doubt, Moghadam shall not be entitled to any other amount in respect of the ICP cycle
ending July 2, 2010.
	 
	 	iv.	 	Options. On the Separation Date, Moghadam’s then-outstanding stock
options will vest and become fully exercisable and shall continue to be exercisable at
any time during the three (3) year period following the Separation Date.
Notwithstanding anything to the contrary herein, the exercisability of Moghadam’s
outstanding stock options shall continue to be governed by the stock incentive plan and
stock option agreement applicable to such options.





     3. Release. Except for those obligations created by or arising out of this Agreement,
Moghadam, on his own behalf and behalf of his descendants, dependents, heirs, executors,
administrators, assigns and successors, and each of them, hereby acknowledges full and complete
satisfaction of and releases and discharges and covenants not to sue Western Digital, its
divisions, subsidiaries, parents, or affiliated partnerships and corporations, past and present,
and each of them, as well as its and their directors, officers, shareholders, partners,
representatives, attorneys, assignees, successors, agents and employees, past and present, and each
of them (individually and collectively, “Releasees”), from and with respect to any and all claims,
wages, agreements, obligations, demands and causes of action, known or unknown, suspected or
unsuspected (collectively, “Claims”), arising out of or in any way connected with Moghadam’s
employment with Western Digital or his separation from Western Digital, including, without limiting
the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar
benefit, sick leave, pension, retirement, vacation pay, life insurance, health or medical insurance
or any other fringe benefit, or disability, or any other Claims resulting from any act or omission
by or on the part of Releasees committed or omitted prior to the date of this Agreement, including,
without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Fair
Employment and Housing Act, the California Family Rights Act, or any other federal, state or local
law, regulation or ordinance. The foregoing release does not extend to (i) the obligations of
Western Digital referred to in Section 2 above, and (ii) Employee’s vested
rights, if any, under any stock option grant or restricted stock unit grant pursuant to the
terms of such grant agreements.



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     4. Waiver of Civil Code Section 1542. This Agreement is intended to be effective as a
general release of and bar to all Claims as stated above. Accordingly, Moghadam hereby expressly
waives any rights and benefits conferred by Section 1542 of the California Civil Code, which
provides:




“A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


Moghadam acknowledges that he later may discover Claims or facts in addition to or different from
those which Moghadam now knows or believes to exist with respect to the subject matter of this
Agreement and which, if known or suspected at the time of executing this Agreement, may have
materially affected its terms. Nevertheless, Moghadam hereby waives any Claims that might arise as
a result of such different or additional Claims or facts.




     5. ADEA Waiver. Moghadam expressly acknowledges and agrees that by entering into this
Agreement, he is waiving any and all rights or claims that he may have arising under the Age
Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of
execution of this Agreement. Moghadam further expressly acknowledges and agrees that:




	 	a.	 	In return for this Agreement, he will receive consideration beyond that which
he was already entitled to receive before entering into this Agreement;
	 
	 	b.	 	He is hereby advised in writing by this Agreement to consult with an attorney
before signing this Agreement;
	 
	 	c.	 	He was informed that he had twenty-one (21) days within which to consider the
Agreement; and
	 
	 	d.	 	He was informed that he has seven (7) days following the date of execution of
the Agreement in which to revoke the Agreement.





     6. Denial of Liability. This Agreement does not constitute an admission by Western
Digital of any violation of federal, state or local law, ordinance or regulation or of any
liability or wrongdoing whatsoever. Neither this Agreement nor anything in this Agreement shall be
construed to be or shall be admissible in any proceeding as evidence of liability or wrongdoing by
Western Digital. This Agreement may be introduced, however, in any proceeding to enforce the
Agreement. Such introduction shall be pursuant to an order protecting its confidentiality.



     7. Proprietary Information and Assignment. Moghadam acknowledges that by reason of
his position with Western Digital, he has been given access to confidential, proprietary
or private materials or information respecting Western Digital and its affairs. Moghadam
represents that he has held all such information confidential and will continue to do so, and that
he will not use such information for any purpose without the prior written consent of Western



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Digital. Notwithstanding anything to the contrary herein, at all times in the future, Moghadam
shall remain bound by the Employee Invention and Confidentiality Agreement he previously executed
(“Proprietary Information Agreement”).



     8. Warranty Regarding Non-Assignment. Moghadam warrants and represents that he has
not assigned or transferred to any person not a party to this Agreement any released matter or any
part or portion thereof and Moghadam shall defend, indemnify and hold harmless Western Digital from
and against any claim (including the payment of attorneys’ fees and costs actually incurred whether
or not litigation is commenced) based on or in connection with or arising out of any such
assignment or transfer made, purported or claimed.



     9. Termination of Relationship. Moghadam and Western Digital acknowledge that any
employment relationship between them terminates on March 31, 2010, and that they will have no
further employment or contractual relationship except as may arise out of this Agreement.



     10. Non-Disparagement. Moghadam agrees that he shall not (i) directly or indirectly,
make or ratify any statement, public or private, oral or written, to any person that disparages,
either professionally or personally, Western Digital, as well as its trustees, directors, officers,
members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives,
assigns and successors, past and present, and each of them, or (ii) make any statement or engage in
any conduct that has the purpose or effect of disrupting the business of Western Digital. Nothing
herein shall in any way prohibit Moghadam from disclosing such information as may be required by
law, or by judicial or administrative process or order or the rules of any securities exchange or
similar self-regulatory organization applicable to Moghadam.



     11. Soliciting Employees. Moghadam promises and agrees that he will not, for a period
of one (1) year following the Separation Date, directly or indirectly, solicit any employee of
Western Digital to work for any business, individual, partnership, firm or corporation.



     12. Litigation and Investigation Assistance. Moghadam agrees to cooperate in the
defense of Western Digital against any threatened or pending litigation or in any investigation or
proceeding by any governmental agency or body that relates to any events or actions which occurred
during or prior to the term of Moghadam’s employment with Western Digital. Furthermore, Moghadam
agrees to cooperate in the prosecution of any claims and lawsuits brought by Western Digital that
are currently outstanding or that may in the future be brought relating to matters which occurred
during or prior to the term of Moghadam’s employment with Western Digital. Except as requested by
Western Digital or as required by law, Moghadam shall not comment upon any (i) threatened or
pending claim or litigation (including investigations or arbitrations) involving Western Digital or
(ii) threatened or pending government investigation involving Western Digital. Western Digital
shall reimburse Moghadam for all reasonable out-of-pocket expenses incurred in providing assistance
pursuant to this provision.



     13. Severability. If any provision of this Agreement or its application is held
invalid, the invalidity shall not affect other provisions or applications of the Agreement which
can be given effect without the invalid provision or application and, therefore, the provisions of
this Agreement are declared to be severable.



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     14. Integration Clause. This instrument constitutes and contains the entire agreement
and understanding concerning Moghadam’s employment and the other matters addressed. The parties
intend it as a complete and exclusive statement of the terms of their agreement. It supersedes and
replaces all prior negotiations and agreements, proposed or otherwise, whether written or oral,
between the parties concerning the subject matters. This is a fully integrated document. This
Agreement may be modified only with a written instrument executed by both parties. Notwithstanding
the foregoing, the parties agree that the Proprietary Information Agreement shall remain in full
force and effect.



     15. Waiver. No waiver of any breach of any term or provision of this Agreement shall
be construed to be, or shall be, a waiver of any other breach of this Agreement. No waiver shall
be binding unless in writing and signed by the party waiving the breach.



     16. Counterparts. This Agreement may be executed in counterparts, and each
counterpart, when executed, shall have the efficacy of a signed original. Photographic and
facsimile copies of such signed counterparts may be used in lieu of the originals for any purpose.



     17. Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.



     18. Choice of Law. This Agreement shall be deemed to have been executed and delivered
within the State of California, and the rights and obligations of the parties hereunder shall be
construed and enforced in accordance with, and governed by, the laws of the State of California
without regard to principles of conflict of laws.



     19. Advice of Counsel. In entering into this Agreement, the parties represent that
they have relied upon the advice of their attorneys, who are attorneys of their own choice, and
that the terms of this Agreement have been completely read and explained to them by their
attorneys, and that those terms are fully understood and voluntarily accepted by them.



     20. Supplementary Documents. All parties agree to cooperate fully and to execute any
and all supplementary documents and to take all additional actions that may be necessary to
appropriate to give full effect to the basic terms and intent of this Agreement and which are not
inconsistent with its terms.



     21. Construction. It is intended that the terms of this Agreement will not result in
the imposition of any tax liability pursuant to Section 409A of the Internal Revenue Code. This
Agreement shall be construed and interpreted consistent with that intent.



[Remainder of Page Intentionally Left Blank]




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     The undersigned have read and understand the consequences of this Agreement and voluntarily
sign it. The undersigned declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct.



EXECUTED this 31st day of March, 2010, at Orange County, California.




	 	 	 	 	 

	 	 	“Moghadam”
	 
	 	 	 	 
	 

	 	/s/ Hossein M. Moghadam
 

	 	 
	 

	 	Hossein M. Moghadam	 	 






EXECUTED this 31st day of March, 2010, at Orange County, California.




	 	 	 	 	 	 	 

	 	 	“WESTERN DIGITAL”	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jackie DeMaria
 

Jackie DeMaria
	 	 
	 

	 	Title:
	 	Senior Vice President, Human Resources	 	 






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ACKNOWLEDGMENT AND WAIVER




     I, Moghadam, hereby acknowledge that I was given 21 days to consider the foregoing Agreement
and voluntarily chose to sign the Agreement prior to the expiration of the 21-day period.



     I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.



     EXECUTED this 31st day of March, 2010, at Orange County, California.



	 	 	 	 	 
	 	 	 
	 	                                                   /s/ Hossein M. Moghadam
 	 
	 	Hossein M. Moghadam 	 
	 	 	 
	 




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