Exhibit 10.1





Exhibit 10.1




Western Digital Corporation

Summary of Compensation Arrangements

for

Named Executive Officers and Directors




NAMED EXECUTIVE OFFICERS




Base Salaries. The current annual base salaries for the current 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 2010 Annual Meeting of Stockholders (the “Named Executive Officers”) are as
follows:



	 	 	 	 	 	 	 
	Named Executive Officer	 	Title	 	Current Base Salary	 
	John F. Coyne
	 	President and Chief Executive Officer	 	$	1,000,000	 
	Timothy M. Leyden
	 	Chief Operating Officer	 	$	600,000	 






Semi-Annual Bonuses. Under the Company’s Incentive Compensation Plan (the “ICP”), the Named
Executive Officers are also eligible to receive semi-annual cash bonus awards that 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 as well as other discretionary
factors. The ICP, including the performance goals established by the Committee for the first half
of fiscal 2011, are further described in the Company’s current report on form 8-K filed with the
Securities and Exchange Commission on August 17, 2010, which is incorporated herein by reference.



Additional Compensation. The Named Executive Officers are also eligible to receive
equity-based incentives and discretionary bonuses as determined from time to time by the Committee,
are entitled to participate in various Company plans, and are subject to other written agreements,
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 2010 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:



	 	 	 	 	 
	 	 	Current Annual	 
	Type of Fee	 	Retainer Fees	 
	Annual Retainer
	 	$	75,000	 
	 
	 	 	 
	Lead Independent Director Retainer
	 	$	20,000	 
	 
	 	 	 
	Non-Executive Chairman of Board Retainer
	 	$	100,000	 
	 
	 	 	 
	Additional Committee Retainers
	 	 	 	 
	• Audit Committee
	 	$	10,000	 
	• Compensation Committee
	 	$	5,000	 
	• Governance Committee
	 	$	2,500	 
	 
	 	 	 
	Additional Committee Chairman Retainers
	 	 	 	 
	• Audit Committee
	 	$	15,000	 
	• Compensation Committee
	 	$	10,000	 
	• Governance Committee
	 	$	7,500	 






The retainer fee to the Company’s lead independent director referred to above is paid only if
the Chairman of the Board is an employee of the Company. Effective commencing with the Company’s
2010 Annual Meeting of Stockholders, 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. Coyne,
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 Option Grant Program and
Non-Employee Director Restricted Stock Unit Grant Program, each as adopted under the Company’s
Amended and Restated 2004 Performance Incentive Plan; Amended and Restated Non-Employee Directors
Stock-for-Fees Plan; and Deferred Compensation Plan.