exv10w1w7






Exhibit 10.1.7




 





	 	 	 
	Western®

Digital

	 	Western Digital Corporation
	

	 	ID: 95-2657125
	 

	 	P.O. Box 19665
	 

	 	Lake Forest, CA 92630-7741
	 

	 	(949) 672-7000 x 27985/27986






Notice of Grant of Long-Term Cash Award

and Long-Term Cash Award Agreement — Executives




	 	 	 	 	 
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	 	Award Number:
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	 	Plan:
	 	2004 Performance Incentive Plan
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	 	ID:
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Congratulations! Effective [                    , 20___], you have been granted a Long-Term Cash Award (a
“Cash Award”) of Western Digital Corporation. This Cash Award was granted under the 2004
Performance Incentive Plan (the “Plan”).




Target Cash Award:                     $                    .



Measurement Period covered by grant:                           to                           (“Measurement Period”).




 




Your Cash Award is subject to the terms and conditions of this Notice, the attached Standard Terms
and Conditions for Long-Term Cash Award – Executives (the “Standard Terms”) and the Plan. By
accepting the award, you are agreeing to the terms and provisions set forth in those documents. You
should read the Plan and the Standard Terms. The Standard Terms and the Plan are each incorporated
into (made a part of) this Notice by this reference. You do not have to accept your award. If you
do not agree to the terms of your award, you should promptly return this Notice to the Western
Digital Corporation Stock Plans Administrator.



A copy of the Plan and the Standard Terms have been provided to you. If you need another copy of
these documents, or if you would like to confirm that you have the most recent version, please
contact the Law Department.




 






Long-Term Cash Award (Executives) Sept. 2008




 









 





Western®

Digital



Western Digital Corporation 20511 Lake Forest Drive

Lake Forest, California 92630 Telephone 949 672-7000




STANDARD TERMS AND CONDITIONS FOR

LONG-TERM CASH AWARD — EXECUTIVES




1. Long-Term Cash Award Subject to 2004 Performance Incentive Plan




     The Long-Term Cash Award (the “Cash Award”) referred to in the attached Notice of Grant of
Long-Term Cash Award and Long-Term Cash Award Agreement – Executives (the “Notice”) is awarded
under the Western Digital Corporation (the “Corporation”) Amended and Restated 2004 Performance
Incentive Plan (the “Plan”). The Cash Award is subject to the terms and provisions of the Notice,
these Standard Terms and Conditions for Long-Term Cash Award — Executives (these “Standard Terms”),
and the Plan. To the extent any information in the Notice or other information provided by the
Corporation conflicts with the Plan and/or these Standard Terms, then the Plan or these Standard
Terms, as applicable, shall control. To the extent any terms and provisions in these Standard Terms
conflict with the terms and provisions of the Plan, the Plan shall control. The Notice and these
Standard Terms, together, constitute the “Agreement” with respect to the Cash Award pursuant to
Section 5.3 of the Plan. The holder of the Cash Award is referred to herein as the “Participant.”
Capitalized terms not defined herein have the meanings set forth in the Plan.



2. Performance Goals




     The Compensation Committee of the Board of Directors of the Corporation (the “Committee”)
shall set one or more objective performance goals for Participant for the Measurement Period, in
accordance with Section 5.2 of the Plan (“Performance Goals”). Upon determination by the Committee
of the Performance Goals, the Performance Goals for the Measurement Period shall be attached as
Exhibit A hereto.



3. Determination and Payment of Cash Award Payment Amount




     Within a reasonable period of time following the end of the Measurement Period, the Committee
shall determine, in accordance with the Performance Goals and related criteria and methodology
established by the Committee described on Exhibit A hereto, the extent to which the
Performance Goals have been achieved and authorize the cash payment of an award, if any, to
Participant (the “Cash Award Payment Amount”). The Cash Award Payment Amount shall equal the dollar
amount of the Cash Award set forth on the Notice of Grant of Cash Performance Award (“Target Cash
Award”) multiplied by a percentage that shall be determined by the Committee in accordance with the
Performance Goals and related criteria and methodology described on Exhibit A hereto (the
“Cash Award Performance Percentage”), subject to adjustment as described in this Agreement. Subject
to Sections 5, 6 and 13 below, payment of the Cash Award Payment Amount shall be made to
Participant or, in the event of Participant’s death, to Participant’s legal representative, as soon
as practicable after the certification of awards by the Committee (but no later than seventy-four
(74) days following completion of the Measurement Period), net of amounts withheld in satisfaction
of the requirements of Section 8(b) below. The Cash Award Performance Percentage and the Cash
Award Payment Amount are subject to adjustment (which may be a reduction) as provided in this
Agreement.



4. Termination at Payment of Cash Award




     Unless terminated earlier under Section 5 below, a Participant’s rights under this Agreement
with respect to the Cash Award awarded under this Agreement shall terminate at the time any Cash
Award Payment Amount is paid to Participant or at such time that the Cash Award is no longer
eligible to become paid, as determined by the Administrator or the Committee.




Long-Term Cash Award (Executives) Sept. 2008




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5. Termination of Employment; Change in Control Events




     (a) Termination of Employment. Subject to Section 7.2 or 7.3 of the Plan and subject
to adjustment as provided in Section 6 hereof, if the Participant ceases to be employed by or to
provide services to the Corporation and its Subsidiaries (regardless of the reason for such
termination, whether with or without cause, voluntarily or involuntarily, or due to disability),
the Participant’s Cash Award and any right to receive a Cash Award Payment Amount shall terminate
to the extent a Cash Award Payment Amount has not yet been determined by the Committee as described
in Section 3, as of the date the Participant’s employment or services terminate; provided, however,
that in the event of the Participant’s death at a time when the Participant is employed by or
providing services to the Corporation or any of its Subsidiaries, a pro-rata portion of the Cash
Award Payment Amount shall be paid (equal to the Cash Award Payment Amount that the Participant
would have been entitled to had he or she continued to be employed through the applicable payment
date, multiplied by a fraction the numerator of which is the number of days in the Measurement
Period that the Participant was employed by the Corporation or one of its Subsidiaries prior to the
Participant’s death and the denominator of which is the total number of days in the Measurement
Period) to the Participant’s beneficiary at the same time as Cash Award Payment Amounts are paid
generally with respect to the Measurement Period. The Administrator shall be the sole judge, for
purposes of the Cash Award, as to whether the Participant continues to render services to the
Corporation or its Subsidiaries and the date, if any, upon which such services shall be deemed to
have terminated.



     (b) Change in Control Events. Notwithstanding Section 5(a), upon the occurrence of a
Change in Control Event (as defined in Section 7.3 of the Plan), subject to Section 6 below and
Participant then being an Eligible Person (or having died during the Measurement Period while
employed by or providing services to the Corporation or any of its Subsidiaries), the Cash Award
Payment Amount, based on a Cash Award Performance Percentage of 100% (or such greater percentage as
the Committee, in its sole discretion, may deem appropriate in the circumstances, and subject to
pro-ration as provided in Section 5(a) in the event the Participant had died during the Measurement
Period and prior to the Change in Control Event), multiplied by the Target Cash Award shall become
payable hereunder to Participant. Such Cash Award Payment Amount (after giving effect to the
foregoing sentence) shall be paid, net of amounts withheld in satisfaction of the requirements of
Section 8(b) below, to Participant or, in the event of Participant’s death, to Participant’s legal
representative, as soon as practicable following (and in all events no more than seventy-four (74)
days after) the Change in Control Event; provided, however, that if the Participant has made a
deferral election with respect to such payment pursuant to Section 13(a) that is then in effect,
such payment shall be made in accordance with the terms of the Corporation’s Amended and Restated
Deferred Compensation Plan.



6. Adjustments; Performance-Based Compensation




     (a) Adjustments. In determining the Cash Award Performance Percentage and the Cash
Award Payment Amount with respect to the Measurement Period, the Committee may adjust the
Performance Goals previously determined by the Committee to the extent permitted pursuant to
Section 5.2.2 of the Plan.



     (b) Reduction of Cash Award Payment Amount. Notwithstanding Section 3 or any other
term of this Agreement, the Committee may in its sole and absolute discretion reduce the Cash Award
Payment Amount, if the Committee determines that such reduction is necessary or advisable due to
current business conditions or for any other reason, including the Committee’s judgment that the
Performance Goals have become an inappropriate measure of achievement, a change in the employment
status, position or duties of the Participant, unsatisfactory performance of the Participant, or
based on the Participant’s services and contributions for the Measurement Period.



     (c) Performance-Based Compensation. Cash Awards are intended to be Performance-Based
Awards based on Business Criteria, as described in Section 5.2 of the Plan. Compensation
attributable to the Agreement is intended to constitute qualified performance-based compensation
under Section 162(m) of the Code and the regulations thereunder. This Agreement shall be construed
and administered by the Committee in a manner consistent with this intent.




Long-Term Cash Award (Executives) Sept. 2008




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7. Acknowledgment of Nature of Plan and Cash Awards




In accepting the Cash Award, Participant acknowledges that:



     (a) the Plan is established voluntarily by the Corporation, it is discretionary in nature and
may be modified, amended, suspended or terminated by the Corporation at any time, as provided in
the Plan;



     (b) the Award of this Cash Award is voluntary and occasional and does not create any
contractual or other right to receive future awards of Cash Awards, or benefits in lieu of Cash
Awards even if Cash Awards have been awarded repeatedly in the past;



     (c) all decisions with respect to future awards, if any, will be at the sole discretion of the
Corporation; and



     (d) Participant’s participation in the Plan is voluntary.



8. Taxes




     (a) Responsibility for Tax-Related Items. Regardless of any action the Corporation or
Participant’s actual employer takes with respect to any or all income tax (including federal, state
and local taxes), social insurance, payroll tax or other tax-related withholding (“Tax Related
Items”), Participant acknowledges that the ultimate liability for all Tax Related Items legally due
by Participant is and remains Participant’s responsibility and that the Corporation and/or the
Participant’s actual employer (i) make no representations or undertakings regarding the treatment
of any Tax Related Items in connection with any aspect of the Cash Award, including the grant of
the Cash Award, the determination of the Cash Award Payment Amount or the payment of the Cash Award
Payment Amount; and (ii) do not commit to structure the terms of the grant or any aspect of the
Cash Award to reduce or eliminate the Participant’s liability for Tax Related Items.



     (b) Withholding Taxes. The Corporation (or any of its Subsidiaries last employing the
Participant) shall be entitled to withhold from any Cash Award Payment Amount an amount necessary
to satisfy any withholding obligations of the Corporation or any Subsidiary with respect to such
payment.



9. Nontransferability




     Prior to the time that a Cash Award Payment Amount is paid to Participant, no Cash Award or
right to receive a Cash Award Payment Amount, any interest therein, nor any amount payable in
respect thereof, may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or
encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding
sentence shall not apply to (a) transfers to the Corporation, or (b) subject to Section 5(a),
transfers by will or the laws of descent and distribution.



10. No Right to Employment




     Nothing contained in this Agreement or the Plan constitutes an employment or service
commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status, if he
or she is an employee, as an employee at will who is subject to termination without cause, confers
upon the Participant any right to remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time
to terminate such employment or service, or affects the right of the Corporation or any Subsidiary
to increase or decrease the Participant’s other compensation.



11. Arbitration




     Any controversy arising out of or relating to this Agreement (including these Standard Terms)
and/or the Plan, their enforcement or interpretation, or because of an alleged breach, default, or
misrepresentation in connection with any of their provisions, or any other controversy arising out
of or related to the Cash Award, including, but not limited to, any state or federal statutory
claims, shall be submitted to arbitration in Orange County, California, before a sole arbitrator
selected from Judicial Arbitration and Mediation Services, Inc., Orange, California, or its
successor (“JAMS”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be
selected from the




Long-Term Cash Award (Executives) Sept. 2008





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American Arbitration Association, and shall be conducted in accordance with the provisions of
California Code of Civil Procedure §§ 1280 et seq. as the exclusive forum for the resolution of
such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by
either party to this Agreement in a court of law while arbitration proceedings are pending, and any
provisional injunctive relief granted by such court shall remain effective until the matter is
finally determined by the arbitrator. Final resolution of any dispute through arbitration may
include any remedy or relief which the arbitrator deems just and equitable, including any and all
remedies provided by applicable state or federal statutes. At the conclusion of the arbitration,
the arbitrator shall issue a written decision that sets forth the essential findings and
conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by
the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by
any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving
any rights to trial by jury in any action, proceeding or counterclaim brought by either of the
parties against the other in connection with any matter whatsoever arising out of or in any way
connected with any of the matters referenced in the first sentence above. The parties agree that
Corporation shall be responsible for payment of the forum costs of any arbitration hereunder,
including the arbitrator’s fee. The parties further agree that in any proceeding with respect to
such matters, each party shall bear its own attorney’s fees and costs (other than forum costs
associated with the arbitration) incurred by it or him or her in connection with the resolution of
the dispute. By accepting the Cash Award, the Participant consents to all of the terms and
conditions of this Agreement (including, without limitation, this Section 11).




12. Governing Law




     This Agreement, including these Standard Terms, shall be interpreted and construed in
accordance with the laws of the State of Delaware (without regard to conflict of law principles
thereunder) and applicable federal law.



13. Deferrals; Construction




     (a) Notwithstanding anything to the contrary contained herein, the Participant may elect, on a
form and in a manner provided by the Corporation and by any applicable deferral election deadline,
to defer receipt of any or all Cash Award Payment Amounts that become payable pursuant to this
Agreement under the Corporation’s Deferred Compensation Plan (the “Deferred Compensation Plan”),
provided that any such election must be made in accordance with the provisions of the Deferred
Compensation Plan. If the Participant makes such a deferral election, the deferred amounts will be
paid in accordance with the payment provisions of the Deferred Compensation Plan (including without
limitation the provisions requiring a six-month payment delay for any payment on account of a
separation from service if the Participant is a “specified employee” for purposes of Section 409A
of the Code), which are incorporated herein by this reference, and any applicable distribution
election made by the Participant under and in accordance with the rules of the Deferred
Compensation Plan.



     (b) It is intended that the terms of the Cash Award will not result in the imposition of any
tax liability pursuant to Section 409A of the Code. This Award Agreement shall be construed and
interpreted consistent with that intent.



14. Severability




     If the arbitrator selected in accordance with Section 11 or a court of competent jurisdiction
determines that any portion of this Agreement (including these Standard Terms) or the Plan is in
violation of any statute or public policy, then only the portions of this Agreement or the Plan, as
applicable, which are found to violate such statute or public policy shall be stricken, and all
portions of this Agreement and the Plan which are not found to violate any statute or public policy
shall continue in full force and effect. Furthermore, it is the parties’ intent that any order
striking any portion of this Agreement and/or the Plan should modify the stricken terms as narrowly
as possible to give as much effect as possible to the intentions of the parties hereunder.



15. Entire Agreement




     This Agreement (including these Standard Terms) and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or oral, of the parties
hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended
pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally waive any provision





Long-Term Cash Award (Executives) Sept. 2008



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hereof in writing to the extent such waiver does not adversely affect the interests of the
Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.




16. Section Headings




     The section headings of this Agreement are for convenience of reference only and shall not be
deemed to alter or affect any provision hereof.




Long-Term Cash Award (Executives) Sept. 2008







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EXHIBIT A




LONG-TERM CASH AWARD — EXECUTIVES

Performance Goals




     [Performance Goals shall be expressed in terms of one or more of the following corporate measures
(or such other measures that may be defined as “Business Criteria” pursuant to the Plan): earnings
per share, cash flow (which means cash and cash equivalents derived from either net cash flow from
operations or net cash flow from operations, financing and investing activities), total stockholder
return, gross revenue, revenue growth, operating income (before or after taxes), net earnings
(before or after interest, taxes, depreciation and/or amortization), return on equity or on assets
or on net investment, cost containment or reduction, or any combination thereof. Each such
Performance Goal may be expressed on an absolute and/or relative basis, may employ comparisons with
past performance of the Corporation (including one or more divisions) and/or the current or past
performance of other companies, and in the case of earnings-based measures, may employ comparisons
to capital, stockholders’ equity and shares outstanding.]




A-1