EX-10.3



 EXHIBIT 10.3 
 WESTERN DIGITAL CORPORATION 
 EXECUTIVE SEVERANCE PLAN

  

	1.	PURPOSE 

 The
purpose of the Plan is to provide severance benefits to certain Executives whose employment with the Company or a Subsidiary terminates under certain circumstances as described more fully herein. 

 

	2.	EFFECTIVE DATE 


All of the policies and practices of the Company and its Subsidiaries regarding severance benefits or similar payments upon employment
termination with respect to Executives in the United States, other than written employment, separation or equity award agreements with the Company or a Subsidiary that provide severance benefits or the Company’s Amended and Restated Change of
Control Severance Plan, are hereby superseded by the Plan, which shall be known as the Western Digital Corporation Executive Severance Plan, effective as of the Effective Date. The Plan was initially approved by the Board on February 16, 2006
and most recently amended and restated on February 16, 2012. 
  

	3.	DEFINITIONS 


“Administrator” means the Committee or any delegate of such committee acting within the authority delegated to it pursuant to
Section 9.1. 
 “Base Pay” means the employee’s wages earned on a monthly basis, determined as of the
employment termination date, excluding bonuses and commissions. 
 “Board” means the Board of Directors of the
Company. 
 “Cause” means the occurrence or existence of any of the following with respect to an Executive:

 (a) the Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of
competent jurisdiction for any crime involving moral turpitude or any felony punishable by imprisonment in the jurisdiction involved; 
 (b) whether prior or subsequent to the Effective Date, the Executive’s willful engaging in dishonest or fraudulent actions or omissions; 

(c) failure or refusal to perform his or her duties as reasonably required by the Company and/or a Subsidiary that employs
the Executive; 
 (d) negligence, insubordination, violation by the Executive of any duty (of loyalty or
otherwise) owed to the Company and/or a Subsidiary, or any other misconduct on the part of the Executive; 







 (e) repeated non-prescription use of any controlled substance, or the
repeated use of alcohol or any other non-controlled substance which in the Administrator’s (or its delegate’s or delegates’) reasonable determination interferes with the Executive’s service as an officer or employee of the
Company and/or a Subsidiary; 
 (f) sexual harassment by the Executive that has been reasonably substantiated and
investigated; 
 (g) involvement in activities representing conflicts of interest with the Company and/or a
Subsidiary; 
 (h) improper disclosure of confidential information; 

(i) conduct endangering, or likely to endanger, the health or safety of another employee; 

(j) falsifying or misrepresenting information on the records of the Company and/or a Subsidiary; 

(k) the Executive’s physical destruction or theft of substantial property or assets of the Company and/or a
Subsidiary; 
 (l) breach of any policy of, or agreement with, the Company and/or a Subsidiary applicable to the
Executive or to which the Executive is otherwise bound. 
 Review of any determination that a termination is for Cause shall be
by the Administrator, in its sole and exclusive judgment and discretion, in accordance with the provisions of Section 8 herein. 
 “Change in Control” has the meaning ascribed to such term in the Company’s Amended and Restated Change of Control Severance Plan; provided, however, that a transaction shall not constitute
a Change in Control unless it is a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the
Code. 
 “Code” means the United States Internal Revenue Code of 1986, as amended. 

“Committee” means the Compensation Committee of the Board of Directors of the Company. 

“Company” means Western Digital Corporation, a Delaware corporation. 

“Effective Date” means February 16, 2006. 







 “Eligible Employee” means any person classified by the Company or a Subsidiary, in
its sole discretion, as a non-temporary, full-time or part-time, salaried or hourly employee (specifically excluding any individual who is not classified by the Company or a Subsidiary as a common law employee, such as an independent contractor or
an individual working through a third-party provider, such as Kelly Services, without regard to the characterization or recharacterization of such individual’s status by any court or governmental agency), who is paid from the United States
payroll of the Company or a Subsidiary; provided, however, that in no event shall any employee who as of the Effective Date is a party to a written employment agreement with the Company or a Subsidiary (other than an agreement providing for at-will
employment by the Company or a Subsidiary and for no specified term) be an Eligible Employee. 
 “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended. 
 “Executive” means an Eligible Employee who has been
designated by the Board or the Committee as a Tier I Executive, Tier II Executive or Tier III Executive for purposes of participation in the Plan. 
 “Participant” means an Executive who is entitled, based on the provisions hereof, to severance benefits under Section 6. 

“Plan” means this Western Digital Corporation Executive Severance Plan, as set forth in this instrument as it may be amended
from time to time. 
 “Separation from Service,” with respect to an Executive, shall mean that the Executive dies,
retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative
definitions available thereunder. 
 “Subsidiary” means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. 
  

	4.	TERM 

 The Plan
shall commence on the Effective Date and shall continue in effect through December 31, 2008; provided, however, that on December 31, 2006 and each anniversary of such date thereafter, the term of the Plan shall extend automatically for one
additional year, unless the Committee (or the Board) causes the Company to deliver written notice prior to the end of such term (or extended term, as applicable) to each Executive then covered by the Plan that the term of the Plan will not be
extended (or further extended, as the case may be), and if such notice is timely given the Plan shall terminate at the end of the term then in progress. 
  

	5.	PARTICIPATION 


Upon approval of the Plan, the Committee shall designate the Executives initially covered by the Plan. The Committee may, from time to
time, designate additional Eligible Employees as Executives for purposes of participation in the Plan; provided that the Committee shall limit the group of all persons eligible to participate in the Plan to a “select group of management or
highly compensated employees” within the meaning of 29 C.F.R. 2520-104-23 or any similar successor provision. The Committee may, in its sole discretion, remove an Executive from participation in the Plan and from time to time approve
modifications to the Tier to which one or more Executives have been designated. 








	6.	SEVERANCE BENEFITS 


6.1 Severance Benefits to Executives. An Executive whose employment with the Company or a Subsidiary is terminated by the Company
or such Subsidiary, as applicable, without Cause shall become, subject to the conditions set forth in Section 7, a Participant under the Plan and entitled to the benefits set forth in this Section 6. The severance benefits provided under
Sections 6.2, 6.3, 6.5 and 6.6 of the Plan shall be the obligations of, and shall be provided to the Executive by, the entity (the Company or a Subsidiary, as applicable) that employs the Executive immediately prior to the Executive’s
termination of employment. For avoidance of doubt, in no event shall an Executive become entitled to or receive any payment hereunder if the Executive’s employment with the Company or a Subsidiary is terminated voluntarily by the Executive (for
any reason), by the Company or a Subsidiary, as applicable, for Cause, or on account of the Executive’s death or disability (as defined in Section 22(e)(3) of the Code). Notwithstanding anything else contained herein to the contrary, an
Executive shall not be deemed to have terminated employment if his or her employment by the Company or a Subsidiary terminates but he or she continues as an employee of the Company or another Subsidiary. 

6.2 Cash Severance Payment. A Participant shall receive a severance payment equal to the Participant’s monthly rate of Base
Pay multiplied by the number of months set forth below: 
 (a) Tier I Executive: 24 months 

(b) Tier II Executive: 18 months 
 (c) Tier III Executive: 12 months 
 Subject to the following
provisions of this paragraph, the severance benefit shall be paid to the Participant in substantially equal installments in accordance with the Company’s standard payroll practices over a period equal to the applicable number of months set
forth above in this Section 6.2, with the first installment payable in the month following the month in which the Participant’s Separation from Service occurs. (For purposes of clarity, each such installment shall equal the applicable
fraction of the aggregate severance payment so that, for example, if such installments were to be made on a monthly basis over twelve months, each installment would equal one-twelfth (1/12th) of the aggregate severance payment.) However, in the event that a Participant’s employment has terminated
and the Participant is entitled to receive severance payments under the Plan and a Change in Control occurs before all such severance payments have been made, any severance payments otherwise due to the Participant under the Plan after the date of
the Change in Control shall be paid to the Participant in a single non-discounted lump sum upon or within ten (10) business days following the date of such Change in Control (but in no event earlier than the month following the month in which
the Participant’s Separation from Service occurs). In addition, in the event that a Participant’s employment terminates upon or within one year following the occurrence of a Change in Control and the Participant is entitled to receive
severance payments under the Plan, the severance payments due to the Participant under the Plan shall be paid to the Participant in a single non-discounted lump sum in the month following the month in which the Participant’s Separation from
Service occurs in lieu of the installments otherwise provided for above. The payment rules of this paragraph are subject to Section 6.7. 







 6.3 Bonus. A Participant shall receive a payment equal to a pro-rata
portion of the Participant’s bonus opportunity under the Company’s (or a Subsidiary’s) bonus program in which the Participant participates for the bonus cycle in which the Participant’s date of termination occurs (with such
pro-rata portion based on the number of days in the applicable bonus cycle during which the Participant was employed (not to exceed six (6) months) and assuming 100% of the performance target(s) subject to the bonus award are met regardless of
actual funding by the Company or a Subsidiary). The payment shall be paid in one lump-sum cash payment in the month following the month in which the Participant’s Separation from Service occurs. 

6.4 Equity Awards. Notwithstanding anything in the applicable stock incentive plan and/or award agreement to the contrary, upon a
Participant’s termination of employment, the Participant’s then outstanding stock options and restricted stock or stock unit awards that are subject to time-based vesting will vest and become exercisable or payable, as applicable, as if
the Participant had remained employed with the Company or a Subsidiary for an additional six (6) months. For avoidance of doubt, the foregoing is not intended to apply to any equity awards held by the Participant that are subject to
performance-based vesting (which shall continue to be governed by the plan and/or award agreement applicable to such awards) or to supersede any more favorable provision in any stock incentive plan and/or award agreement regarding accelerated
vesting in the event of the Participant’s termination of employment. Notwithstanding anything to the contrary herein, the post-termination exercisability of the Participant’s then outstanding stock options shall continue to be governed by
the stock incentive plan and stock option agreement applicable to such options. 
 6.5 Outplacement Services. A
Participant shall be eligible for outplacement services, provided by a vendor chosen by the Company or applicable Subsidiary and at the Company’s or applicable Subsidiary’s expense, after the Participant’s termination of employment
for up to the number of months set forth below: 
 (a) Tier I Executive: 12 months 

(b) Tier II Executives: 12 months 
 (c) Tier III Executive: 12 months 
 6.6 Continued Health Care Coverage. If
the Participant elects COBRA continuation coverage within the applicable election period, the Company or applicable Subsidiary, subject to applicable tax withholding, shall reimburse the Participant for the applicable COBRA premium payments
following the expiration of the Participant’s company-provided medical, dental, and/or vision coverage existing as of the Participant’s termination date for the number of months set forth below: 







 (a) Tier I Executive: 18 months 

(b) Tier II Executives: 12 months 
 (c) Tier III Executive: 12 months 
 Notwithstanding anything in the Plan to the
contrary, there shall be no obligation to reimburse the Participant for such COBRA premium payments if the Participant otherwise becomes eligible for equivalent coverage under another employer’s plan. To the extent that the payment or
reimbursement of any benefits pursuant to Section 6.5 or this Section 6.6 is taxable to the Participant, any such payment or reimbursement shall be made to the Participant on or before the last day of the Participant’s taxable year
following the taxable year in which the related expense was incurred. The Participant’s right to payment of such benefit is not subject to liquidation or exchange for another benefit and the amount of such benefits that the Participant receives
in one taxable year shall not affect the amount of such benefits that the Participant receives in any other taxable year. 
 6.7
Specified Employees. The provisions of this Section 6.7 shall apply if any severance payments hereunder constitute “deferred compensation” (within the meaning of Section 409A of the Code) payable upon the
Participant’s Separation from Service and, in such event, such provisions shall apply only to the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. It is the Company’s intent
that severance payments hereunder should not constitute “deferred compensation” payable upon a Separation from Service (because such payments should constitute a “short-term deferral” within the meaning of Code Section 409A
or otherwise) based on the guidance available as of the date hereof and, accordingly, should not be subject to the delayed-payment provisions set forth in this Section 6.7. Notwithstanding any other provision of the Plan to the contrary, if the
Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s Separation from Service, the Participant shall not be entitled to any severance payments
hereunder until the earlier of (i) the date which is six (6) months after the Participant’s Separation from Service for any reason other than death, or (ii) the date of the Participant’s death. Any amounts otherwise payable
to the Participant upon or in the six (6) month period following the Participant’s Separation from Service that are not so paid by reason of this Section 6.7 shall be paid (without interest) as soon as practicable (and in all events
within thirty (30) days) after the date that is six (6) months after the Participant’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the
Participant’s death). 
  

	7.	CONDITIONS TO SEVERANCE BENEFITS  

 7.1 Release. Notwithstanding anything to the contrary contained herein, the Company’s or applicable Subsidiary’s obligation to pay benefits to a Participant under Section 6 is
subject to the condition precedent that the Participant execute a valid and effective release of any and all claims in a form and manner acceptable to the Company, and such release is received by the Company no earlier than, and no later than
fourteen (14) days (or such other period as required by law) after, the Participant’s termination date and is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law) or otherwise rendered unenforceable
by the Participant. Notwithstanding anything else contained herein to the contrary, the Company or applicable Subsidiary will have no obligation to pay any benefit to the Participant under the Plan unless and until that Participant’s release
(in such form) has been fully executed by the Participant (and the Participant’s spouse, to the extent required by the Company), has been received by the Company, and has become effective and irrevocable by the Participant. 







 7.2 Departure and Entitlement Procedure. As a condition to becoming a Participant and
receiving the severance benefits described in Section 6, the Executive must return and deliver to the Administrator or his or her designee all Company and Subsidiary property within seven (7) days of the Executive’s termination date.
In addition, except as otherwise provided by the Company, if an Executive resigns prior to his/her scheduled termination date, then he/she shall not be entitled to any severance payments or any other severance benefits provided herein. 

7.3 Other Employment. Subject to the next sentence, a Participant shall not be required to mitigate the amount of any payments
provided for by the Plan by seeking employment or otherwise. If a Participant is or becomes entitled to benefits under the Plan, the Company and its Subsidiaries will (unless the Administrator, in its sole discretion, expressly provides otherwise at
the time the related event occurs) cease making the severance payments contemplated by Section 6.2 to the Participant, and cease providing any of the benefits contemplated by Sections 6.5 and 6.6, and they shall have no further obligation to
pay or provide such benefits to the Participant on and after the date the Participant is or becomes any of the following after the Participant’s Separation from Service: self-employed, or a partner or officer of, joint venturer with, employee
of, or otherwise provides services (whether as a consultant, contractor, director or otherwise) for compensation (whether current, deferred, contingent or otherwise) to, any person or entity. Each Participant agrees to immediately notify the Company
if he or she is or becomes so employed, provides such services, or otherwise has such a position or relationship. All severance payments under the Plan shall be subject to legal deductions, and the Company and/or applicable Subsidiary reserves the
right to offset the benefits payable under the Plan by any advanced monies the Participant owes the Company or a Subsidiary. The benefits and amounts payable under the Plan shall be reduced (but not below zero) by any severance pay or benefits to
which a Participant is or becomes entitled under any other severance pay plan, policy, agreement or arrangement. In addition, in no event shall a Participant become entitled to a duplication of benefits under the Plan and any other severance plan or
program of the Company or a Subsidiary. Without limiting the generality of the foregoing, in no event shall a Participant receive benefits under the Plan in connection with his or her termination of employment if such Participant is entitled to
benefits under the Company’s Amended and Restated Change of Control Severance Plan in connection with such termination of employment. Notwithstanding any provision of the Plan to the contrary, to the extent that any Participant is entitled to
any period of paid notice under Federal or state law including, but not limited to, the Worker Adjustment Retraining Notification Act, 29 U.S.C. Sections 2101 et seq., the benefits and amounts payable under the Plan shall be reduced
(but not below zero) by the Base Pay received by the Participant during the period of such paid notice. 
 7.4 Limitation On
Employee Rights. The Plan shall not give any employee the right to be retained in the service of the Company or to interfere with or restrict the right of the Company or applicable Subsidiary to discharge any employee at any time, with or
without Cause. 








	8.	RESOLUTION OF DISPUTES 

 8.1 Claim. If a Participant or any other individual (herein referred to as a “Claimant”) believes that benefits under the Plan are being wrongfully denied, that the Plan is not being
operated properly, that fiduciaries of the Plan have breached their duties, or that the Claimant’s legal rights are being violated with respect to the Plan, the Claimant must file a formal claim with the Administrator. Any such claim for
benefits must be filed in writing within 90 days of the date upon which the Participant first knew or should have known the facts upon which the claim is based. 
 8.2 Claim Decision. If any claim for benefits under the Plan is denied, in whole or in part, the Claimant shall be so notified by the Administrator within thirty (30) calendar days of the date
such person’s claim is delivered to the Administrator. At the same time, the Administrator shall notify the Claimant of his or her right to a review by the Administrator and shall set forth, in a manner calculated to be understood by the
Claimant, specific reasons for such decision, specific references to pertinent Plan provisions on which the decision is based, a description of any additional material or information necessary for the Claimant to perfect his or her request for
review, an explanation of why such material or information is necessary, and an explanation of the Plan’s review procedure. 
 8.3 Request for Review. Any Claimant or duly authorized representative may appeal from such decision by submitting to the Administrator within sixty (60) calendar days after the date of such
notice of its decision a written statement: 
 (a) requesting a review of the claim for benefits by the Administrator;

 (b) setting forth all of the grounds upon which the request for review is based and any facts in support thereof; and

 (c) setting forth any issues or comments which the Claimant deems relevant to the claim. 

The Administrator shall act upon such appeal within sixty (60) calendar days after the latter of receipt of the Claimant’s
request for review by it or receipt of all additional materials reasonably requested by it from such Claimant. 
 8.4 Review
of Decision. The Administrator shall make a full and fair review of an appeal and all written materials submitted by the Claimant in connection therewith and may require the Claimant to submit, within ten (10) calendar days of written
notice by the Administrator, such additional facts, documents or other evidence as the Administrator, in its sole discretion, deems necessary or advisable in making such a review. On the basis of its review, the Administrator shall make an
independent determination of the Claimant’s eligibility for an allowance and the amount of such allowance, if any, under this Plan. The decision of the Administrator on any appeal shall be final and conclusive upon all persons if supported by
substantial evidence in the record. 







 8.5 Denial on Review. If on review of a decision, the Administrator denies a claim in
whole or in part, it shall give written notice of its decision to the Claimant setting forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and specific references to the pertinent Plan provisions on
which its decision was based. If a Claimant believes that the Administrator’s determination on appeal is incorrect, the Claimant or duly authorized representative may invoke the arbitration procedures described in Section 8.6 or file suit
related to such determination; provided that any legal action must be taken by the Claimant within ninety (90) days after the date upon which the Administrator’s written decision on review was sent to the Claimant. 

8.6 Arbitration. A Claimant who has followed the procedures in Sections 8.1 through 8.5, but who has not obtained full relief on
his or her claim for benefits, may, within ninety (90) days following his or her receipt of the Administrator’s written decision on review pursuant to Section 8.5, apply in writing to the Administrator for expedited and binding
arbitration of his or her claim in Orange County, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., Orange County, California, or its successor (“JAMS”), or if JAMS is no longer able to
supply the arbitrator, such arbitrator shall be selected from the 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. Pursuant to California Code of Civil Procedure § 1281.8, provisional injunctive relief may, but need not, be sought by the Company, a Subsidiary or an Executive 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. Any rights to trial by jury in any action, proceeding or counterclaim brought by any of the Company, a Subsidiary or an Executive in connection with any matter whatsoever arising out of or in any way connected with the Plan are hereby
waived. The Company or applicable Subsidiary shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee. In any proceeding to enforce the terms of the Plan, the prevailing party shall be
entitled to its or his reasonable attorneys’ fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute in addition to any other relief granted. 

8.7 Legal Fees and Expenses. If any dispute arises between the parties with respect to the interpretation or performance of the
Plan, the prevailing party in any arbitration or proceeding shall be entitled to recover from the other party its attorneys’ fees, arbitration or court costs and other expenses incurred in connection with any such proceeding. Amounts, if any,
paid to the Executive under this Section 8.7 shall be in addition to all other amounts due to the Executive pursuant to the Plan. 








	9.	ADMINISTRATION 


9.1 Administrator. Except as provided herein, the Plan shall be administered and operated by the Administrator. The Administrator
is empowered to construe and interpret the provisions of the Plan and to decide all questions of eligibility for benefits under the Plan and shall make such determinations in its sole and absolute discretion. The Administrator may at any time
delegate to any other named person or body, or reassume therefrom, any of its responsibilities or administrative duties with respect to the Plan. 
 9.2 Experts; Rules. The Administrator may contract with one or more persons to render advice with regard to any responsibility it has under the Plan. Subject to the limitations of the Plan, the
Administrator shall from time to time establish such rules for the administration of the Plan as it may deem desirable. 
 9.3
Indemnity. The Company shall, to the extent permitted by law, by the purchase of insurance or otherwise, indemnify and hold harmless the Administrator and each other fiduciary with respect to the Plan for liabilities or expenses they and each
of them incur in carrying out their respective duties under the Plan, other than for any liabilities or expenses arising out of such fiduciary’s gross negligence or willful misconduct. 

 

	10.	AMENDMENT 

 The
Committee (or the Board) reserves the right to amend, suspend and/or terminate the Plan at any time in its sole discretion. No amendment, suspension or termination shall diminish benefits to which a Participant is currently entitled under the Plan.
Any modification or other amendment of the Plan shall be in writing, signed by either the Company’s Chief Executive Officer or Vice President, Human Resources. 
  

	11.	TAXES 

 Each
Participant shall be solely responsible for his or her own tax liability with respect to participation in this Plan. The Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or
pursuant to this Plan such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Notwithstanding anything else contained herein to the contrary, nothing in this
Plan is intended to constitute, nor does it constitute, tax advice, and in all cases, each Participant should obtain and rely solely on the tax advice provided by the Participant’s own independent tax advisors (and not this Plan, the Company,
any of the Company’s affiliates, or any officer, employee or agent of the Company or any of its affiliates). 
  

	12.	GENERAL 

 12.1
Assignment by Participants. None of the benefits, payments, proceeds or claims of any Executive or Participant shall be subject to any claim of any creditor and, in particular, the same shall not be subject to attachment or garnishment or
other legal process by any creditor, nor shall any such Executive have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds that he or she may expect to receive, contingently or
otherwise, under the Plan. Notwithstanding the foregoing, benefits that are in pay status may be subject to a court order of garnishment or wage assignment, or similar order, or a tax levy. The Plan shall inure to the benefit of and be enforceable
by each Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If a Participant dies while any amount would still be payable to him or her hereunder had he or she
continued to live, all such amounts, unless otherwise provided herein, shall be paid to the Participant’s beneficiary in accordance with the terms of the Plan. 







 12.2 Binding Effect. The Company or applicable Subsidiary will require any successor
(whether by purchase of assets, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or applicable Subsidiary to expressly assume and agree to perform all of the obligations of the Company or
applicable Subsidiary under the Plan (including the obligation to cause any subsequent successor to also assume the obligations of the Plan) unless such assumption occurs by operation of law. For avoidance of doubt, in the event that a successor of
a Subsidiary (whether by purchase of assets, merger, consolidation or otherwise) assumes the Subsidiary’s obligations under the Plan, the Company will have no obligations under the Plan with respect to the Executives employed by such
Subsidiary. 
 12.3 No Waiver. No waiver of any term, provision or condition of the Plan, whether by conduct or
otherwise, in any one or more instances shall be deemed or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of the Plan. 

12.4 Expenses; Unsecured General Creditor. The benefits and costs of the Plan shall be paid by the Company and/or a Subsidiary out
of its general assets. The status of a claim against the Company or a Subsidiary with respect to the benefits provided hereunder shall be same as the status of a claim against the Company or applicable Subsidiary by any general or unsecured
creditor. 
 12.5 ERISA. The Plan is an unfunded compensation arrangement for a select group of management or highly
compensated employees of the Company or a Subsidiary and any exemptions under ERISA applicable to such an arrangement shall be applicable to the Plan. 
 12.6 Section 409A. The Plan is intended to comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject any
Participant to payment of any interest or additional tax imposed under Code Section 409A. The provisions of the Plan shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code
Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant. 

12.7 WARN Act. Benefits payable under the Plan are intended to satisfy, where applicable, any Company obligations under the
Federal Worker Adjustment and Retraining Notification Act and any similar obligations that the Company or its Subsidiaries may have under any successor or other severance pay statute. 







 12.8 Construction. The masculine pronoun shall include the feminine pronoun and the
feminine pronoun shall include the masculine pronoun and the singular pronoun shall include the plural pronoun and the plural pronoun shall include the singular pronoun, unless the context clearly indicates otherwise. 

12.9 Governing Law. The Plan shall be construed according to the laws of the State of California, except to the extent such laws
are preempted by federal law. 
 12.10 Severability. If any provision of the Plan is held to be illegal, invalid or
unenforceable under any present or future law, and if the rights or obligations of any party hereto under the Plan will not be materially and adversely affected hereby, (i) such provision will be fully severable, (ii) the Plan will be
construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions of the Plan will remain in full force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of the Plan a legal, valid and enforceable provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible. 
 12.11 Notices. Any notice required or permitted
by the Plan shall be in writing, delivered by hand, or sent by registered or certified mail, return receipt requested, or by recognized courier service (regularly providing proof of delivery), addressed as follows: 

(a) if to the Company or, where applicable, the Administrator: 

Western Digital Corporation 
 20511 Lake Forest Drive 
 Lake Forest, California 92630

 Attention: Vice President, Human Resources 

With a copy to: 
 Western Digital Corporation 
 20511 Lake Forest Drive 

Lake Forest, California 92630 
 Attention: General Counsel 
 (b) if to the Executive or Participant, at the
address set forth on the records of the Company or applicable Subsidiary, as the case may be, or to such other address or addresses most recently communicated to the Company or applicable Subsidiary by the Executive or Participant. 

Each such notice shall be effective (i) if given by mail, three days after being deposited in the mails or (ii) if given
personally or by other means when actually delivered at such address.