exv10w14






Exhibit 10.14




WESTERN DIGITAL CORPORATION




AMENDED AND RESTATED




CHANGE OF CONTROL SEVERANCE PLAN




     1. Purpose of Plan. The Executives have made and are expected to make major
contributions to the profitability, growth and financial strength of the Company and its
affiliates. In addition, the Company considers the continued availability of the Executives’
services, managerial skills and business experience to be in the best interest of the Company and
its stockholders and desires to assure the continued services of the Executives on behalf of the
Company and/or its affiliates without the distraction of the Executives occasioned by the
possibility of an abrupt change in control of the Company. This Plan was initially approved by the
Board on March 29, 2001 and subsequently amended and restated on November 6, 2008.



     2. Definitions. Whenever the following terms are used in this Plan, they shall have
the meaning specified below unless the context clearly indicates to the contrary:



          2.01 “Board” shall mean the Board of Directors of the Company.



          2.02 “Cause” shall mean the occurrence or existence of any of the following with
respect to the Executive, as determined by a majority of the disinterested directors of the Board
or the Committee:



          (a) the Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court
of competent and final jurisdiction for any crime involving moral turpitude or any felony
punishable by imprisonment in the jurisdiction involved;



          (b) whether prior or subsequent to the date hereof, the Executive’s willful engaging in
dishonest or fraudulent actions or omissions which results directly or indirectly in any
demonstrable material financial or economic harm to the Company or any of its subsidiaries or
affiliates;



          (c) the Executive’s failure or refusal to perform his or her duties as reasonably required by
the Employer, provided that the Executive shall have first received written notice from the
Employer stating with specificity the nature of such failure or refusal and affording the Executive
at least five (5) days to correct the act or omission complained of;



          (d) gross negligence, insubordination, material violation by the Executive of any duty of
loyalty to the Company or any subsidiary or affiliate of the Company, or any other material
misconduct on the part of the Executive, provided that the Executive shall have first received
written notice from the Company stating with specificity the nature of such action or violation and
affording the Executive at least five (5) days to correct such action or violation;



 









 





          (e) the repeated non-prescription use of any controlled substance, or the repeated use of
alcohol or any other non-controlled substance which in the Board’s reasonable determination renders
the Executive unfit to serve in his or her capacity as an officer or employee of the Company or any
of its subsidiaries or affiliates;



          (f) sexual harassment by the Executive that has been reasonably substantiated and
investigated;



          (g) involvement in activities representing conflicts of interest with the Company or any of
its subsidiaries or affiliates;



          (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 or any of its
subsidiaries or affiliates; or



          (k) the Executive’s physical destruction or theft of substantial property or assets of the
Company or any of its subsidiaries or affiliates.



          2.03 “Change in Control” shall mean an occurrence of any of the following events,
unless the Board shall provide otherwise:



               (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, a
“Person”), alone or together with its affiliates and associates, including any group of persons
which is deemed a “person” under Section 13(d)(3) of the Exchange Act (other than the Company or
any subsidiary thereof or any employee benefit plan (or related trust) of the Company or any
subsidiary thereof, or any underwriter in connection with a firm commitment public offering of the
Company’s capital stock), becomes the “beneficial owner” (as such term is defined in Rule 13d-3 of
the Exchange Act, except that a person shall also be deemed the beneficial owner of all securities
which such person may have a right to acquire, whether or not such right is presently exercisable,
referred to herein as “Beneficially Own” or “Beneficial Owner” as the context may require) of
thirty-three and one third percent or more of (i) the then outstanding shares of the Company’s
common stock (“Outstanding Company Common Stock”) or (ii) securities representing thirty-three and
one-third percent or more of the combined voting power of the Company’s then outstanding voting
securities (“Outstanding Company Voting Securities”) (in each case, other than an acquisition in
the context of a merger, consolidation, reorganization, asset sale or other extraordinary
transaction covered by, and which does not constitute a Change in Control under, clause (c) below);



               (b) a change, during any period of two consecutive years, of a majority of the Board as
constituted as of the beginning of such period, unless the election, or nomination for election by
the Company’s stockholders, of each director who was not a director at the beginning of such period
was approved by vote of at least two-thirds of the Incumbent Directors then in office (for purposes
hereof, “Incumbent Directors” shall consist of the directors holding office as of the Effective
Date and any person becoming a director subsequent to such date whose



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election, or nomination for election by the Company’s stockholders, is approved by a vote of
at least a majority of the Incumbent Directors then in office);



               (c) consummation of any merger, consolidation, reorganization or other extraordinary
transaction (or series of related transactions) involving the Company, a sale or other disposition
of all or substantially all of the assets of the Company, or the acquisition of assets or stock of
another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each
case unless, following such Business Combination, (1) all or substantially all of the individuals
and entities that were the Beneficial Owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such Business Combination Beneficially
Own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a
“Parent”)), (2) no Person (excluding any entity resulting from such Business Combination or a
Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from
such Business Combination or Parent, and excluding any underwriter in connection with a firm
commitment public offering of the Company’s capital stock) Beneficially Owns, directly or
indirectly, more than thirty-three and one third percent of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination or the combined
voting power of the then-outstanding voting securities of such entity, and (3) at least a majority
of the members of the board of directors or trustees of the entity resulting from such Business
Combination or a Parent were Incumbent Directors at the time of execution of the initial agreement
or of the action of the Board providing for such Business Combination; or



               (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company (other than in the context of a merger, consolidation, reorganization, asset sale or
other extraordinary transaction covered by, and which does not constitute a Change in Control
under, clause (c) above).



          2.04 “Code” shall mean the Internal Revenue Code of 1986, as amended.



          2.05 “Committee” shall mean the Compensation Committee of the Board.



          2.06 “Company” shall mean Western Digital Corporation, a Delaware corporation, and, as
permitted by Section 13.03(b), its successors and assigns.



          2.07 “Date of Termination” following a Change in Control shall mean the dates, as the
case may be, for the following events: (a) if the Executive’s employment is terminated by death,
the date of death, (b) if the Executive’s employment is terminated due to a Permanent Disability,
thirty (30) days after the Notice of Termination is given (provided that the Executive shall not
have returned to the performance of his or her duties on a full-time basis during such period), (c)
if the Executive’s employment is terminated pursuant to a termination for Cause, the date specified
in the Notice of Termination, and (d) if the Executive’s employment is



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terminated for any other reason, fifteen (15) days after delivery of the Notice of Termination
unless otherwise agreed by the Executive and the Company.



          2.08 “Disability” shall mean that the Executive is unable, by reason of injury,
illness or other physical or mental impairment, to perform each and every task of the position for
which the Executive is employed, which inability is certified by a licensed physician reasonably
selected by the Employer.



          2.09 “Effective Date” shall mean March 29, 2001.



          2.10 “Employer” shall mean the Company or its subsidiary employing Executive, provided
however, that nothing contained herein shall prohibit the Company or another of its subsidiaries
fulfilling any obligation of the employing entity to the Executive and for such purposes will be
deemed the act of the Employer.



          2.11 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



          2.12 “Executive” shall mean any Tier 1 Executive or Tier 2 Executive.



          2.13 “Good Reason” shall mean any of the following without the Executive’s express
written consent:



          (a) a material diminution in the Executive’s authority, duties or responsibilities in effect
immediately prior to the Change in Control;



          (b) a material diminution by the Employer in the Executive’s base compensation in effect
immediately prior to a Change in Control;



          (c) any material breach by the Company or the Employer of any provision of this Plan;



          (d) the requirement by the Employer that the Executive’s principal place of employment be
relocated more than fifty (50) miles from his or her place of employment immediately prior to a
Change in Control; or



          (e) the Company’s failure to obtain a satisfactory agreement from any successor to assume and
agree to perform the Company’s obligations under this Plan, as contemplated in Section
13.03(b) hereof;


provided, however, that any such condition shall not constitute “Good Reason” unless both (i) the
Executive provides written notice to the Company of the condition claimed to constitute Good Reason
within ninety (90) days of the initial existence of such condition, and (ii) the Company fails to
remedy such condition within thirty (30) days of receiving such written notice thereof; and
provided, further, that in all events the termination of the Executive’s employment with the
Company shall not be treated as a termination for “Good Reason” unless such termination occurs not
more than one (1) year following the initial existence of the condition claimed to constitute “Good
Reason.”




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          2.14 “Notice of Termination” shall mean a written notice which shall indicate the
specific termination provision in this Plan relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated.



          2.15 “Permanent Disability” shall mean if, as a result of the Executive’s Disability,
the Executive shall have been absent from his or her duties with the Employer on a full-time basis
for six (6) months of any consecutive eight (8) month period.



          2.16 “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.



          2.17 “Termination of Employment” shall mean the time when the employee-employer
relationship between the Executive and the Employer is terminated for any reason, voluntarily or
involuntarily, with or without Cause, including, without limitation, a termination by reason of
resignation, discharge (with or without Cause), Permanent Disability, death or retirement, but
excluding terminations where there is a simultaneous re-employment of the Executive by the Company
or a subsidiary of the Company.



          2.18 “Tier 1 Executive” shall mean an officer of the Company who is elected or
appointed by the Board of Directors and is subject to Section 16 of the Exchange Act.



          2.19 “Tier 2 Executive” shall mean an employee who is appointed as an officer of the
Company by the President of the Company pursuant to the Company’s Bylaws and such other employee of
the Company or any of its subsidiaries who is designated as a Tier 2 Executive by the Board or the
Committee.



     3. Term. This Plan shall be effective until March 29, 2011.



     4. Compensation Upon A Change In Control.



          4.01 Salary. Commencing on the date a Change in Control shall occur, the Employer
shall pay a salary to the Executive at an annual rate at least equal to the annual salary payable
to the Executive immediately prior to such date. The salary, as it may be changed from time to
time by mutual agreement between the Executive and the Employer, shall be paid in equal
installments on each regular payroll payment date after the date of the Change in Control and shall
be subject to regular withholding for federal, state and local taxes in accordance with law.



          4.02 Other Benefits.



          (a) Commencing on the date a Change in Control shall occur, the Executive shall be entitled to
participate in and to receive benefits under those employee benefit plans or arrangements
(including, without limitation, any pension or welfare plan, life, health, hospitalization and
other forms of insurance and all other “fringe” benefits or perquisites) made available to
executives of the Company or the Employer, or any successor thereto. The



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Executive’s level of participation in, or entitlements under, any such employee benefit plan
or arrangement of any successor to the Company shall be calculated as if the Executive had been an
employee of such successor to the Company from the date of the Executive’s employment by the
Employer.



          (b) Commencing on the date a Change in Control shall occur, the Executive shall be entitled to
reimbursement for all reasonable travel and other business expenses incurred by the Executive in
the performance of his or her duties on behalf of the Employer. Any such reimbursement shall be
paid in accordance with the usual practices of the Employer and in all events not later than the
end of the Executive’s taxable year following the Executive’s taxable year in which the related
expense was incurred.



     5. Termination of Employment of Executive.



          5.01 Payment of Severance Benefits Upon Change of Control. In the event of a Change
in Control of the Company, Executive shall be entitled to the severance benefits set forth in
Section 6, but only if during the term of this Plan:



          (a) the Executive’s employment by the Employer is terminated by the Employer without Cause
within one (1) year after the date of the Change in Control;



          (b) the Executive terminates his or her employment with the Employer for Good Reason within
one (1) year after the date of the Change in Control and complies with the procedures set forth in
Section 5.02;



          (c) the Executive’s employment by the Employer is terminated by the Employer without Cause
prior to the Change in Control and such termination arose in connection with or in anticipation of
the Change in Control (for purposes of this Plan, meaning that at the time of such termination the
Company had entered into an agreement, the consummation of which would result in a Change in
Control, or any person had publicly announced its intent to take or consider actions that would
constitute a Change in Control, and in each case such Change in Control is consummated, or the
Board adopts a resolution to the effect that a potential Change in Control for purposes of this
Plan has occurred); or



          (d) the Executive terminates his or her employment with the Employer for Good Reason prior to
the Change in Control, the event constituting Good Reason arose in connection with or in
anticipation of the Change in Control and the Executive complies with the procedures set forth in
Section 5.02.



          5.02 Good Reason.



          (a) Notwithstanding anything contained in any employment agreement between the Executive and
the Employer to the contrary, during the term of this Plan the Executive may terminate his or her
employment with the Employer for Good Reason as set forth in Section 5.01(b) 

or (d)
and be entitled to the benefits set forth in Section 6.



          (b) If the Executive believes that he or she is entitled to terminate his or her employment
with the Employer for Good Reason, he or she may apply in writing to the



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Company for confirmation of such entitlement prior to the Executive’s actual separation from
employment, by following the claims procedure set forth in Section 9. The submission of
such a request by the Executive shall not constitute “Cause” for the Company to terminate the
Executive’s employment and the Executive shall continue to receive all compensation and benefits he
or she was receiving at the time of such submission throughout the resolution of the matter
pursuant to the procedures set forth in Section 9. If the Executive’s request for a
termination of employment for Good Reason is denied under both the request and appeal procedures
set forth in Sections 9.02 and 9.03, then the parties shall use their best efforts
to resolve the claim within ninety (90) days after the claim is submitted to binding arbitration
pursuant to Section 9.04. Notwithstanding the foregoing provisions of this Section
5.02(b), the Executive’s termination shall not constitute a termination for Good Reason unless
the applicable notice, cure and termination provisions set forth in the definition of Good Reason
above are satisfied.



          5.03 Permanent Disability. In the event of a Permanent Disability of the Executive,
the Executive shall be entitled to no further benefits under this Plan, provided that the Employer
shall have provided the Executive a Notice of Termination and the Executive shall not have returned
to the full-time performance of the Executive’s duties within thirty (30) days of such Notice of
Termination.



          5.04 Cause. The Employer may terminate the employment of the Executive for Cause.
The Executive shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered to the Executive a Notice of Termination and a certified copy of a resolution
of the Board adopted by the affirmative vote of not less than a majority of the entire membership
of the Board (other than the Executive if he or she is a member of the Board at such time) at a
meeting called and held for that purpose and at which the Executive was given an opportunity to be
heard, finding that the Executive was guilty of conduct constituting Cause based on reasonable
evidence, specifying the particulars thereof in detail. For purposes of this Section 5.04,
no act or failure to act on the Executive’s part shall be considered “willful” unless done or
omitted to be done by him or her not in good faith and without reasonable belief that his or her
action or omission was in the best interest of the Company and the Employer.



          5.05 Notice of Termination. Any termination of the Executive’s employment by the
Employer or by the Executive (other than termination based on the Executive’s death) following a
Change in Control shall be communicated by the terminating party in a Notice of Termination to the
other party hereto.



     6. Compensation and Benefits Upon Termination of Employment.



          6.01 Severance Benefits. If the Executive shall be terminated from employment with
the Employer or shall terminate his or her employment with the Employer as described in Section
5.01, then the Executive shall be entitled to receive the following:



          (a) In lieu of any further payments to the Executive except as expressly contemplated
hereunder, the Employer shall pay as severance pay to the Executive an amount equal to two times
(in the case of a Tier 1 Executive) or one times (in the case of a Tier 2 Executive) the sum of the
Executive’s annual base compensation plus his or her target bonus plus



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his or her annualized car allowance, in each case as in effect immediately prior to the Change
in Control or as in effect on the date of the Notice of Termination, whichever is higher. Subject
to Section 6.03, such cash payment shall be payable in a single sum, within ten (10)
business days following the Executive’s Separation from Service.



          (b) Any then-outstanding and unvested stock options granted to the Executive by the Company
shall become 100% vested and may be exercised by the Executive for the longer of (i) ninety
(90) days after the Date of Termination or (ii) the period specified in the plan or agreement
governing such options (subject in each case to earlier termination at the end of the option term
or in connection with a change in control of the Company in accordance with the provisions of such
plan or agreement).



          (c) For a period of twenty-four months (in the case of a Tier 1 Executive) or twelve months
(in the case of a Tier 2 Executive) following the Executive’s Date of Termination (the “payment
period”), the Executive shall be entitled to the continuation of the same or equivalent life,
health, hospitalization, dental and disability insurance coverage and other employee insurance or
welfare benefits (including equivalent coverage for his or her spouse and dependent children) as he
or she was receiving immediately prior to the Change in Control. In the event that the Executive
is ineligible under the terms of such insurance to continue to be so covered, the Employer shall
provide the Executive with a lump sum payment equal to the cost of obtaining such coverage for the
payment period. If the Executive, prior to a Change in Control, was receiving any cash-in-lieu
payments designed to enable the Executive to obtain insurance coverage of his or her choosing, the
Employer shall, in addition to any other benefits to be provided under this Section
6.01(c), provide the Executive with a lump-sum payment equal to the amount of such in-lieu
payments that the Executive would have been entitled to receive over the payment period. To the
extent that the payment of any benefits pursuant to this Section 6.01(c) is taxable to the
Executive, any such payment shall be made to the Executive on or before the last day of the
Executive’s taxable year following the taxable year in which the related expense was incurred,
provided that any lump-sum payment made to the Executive pursuant to either of the preceding two
sentences shall be made within ten (10) business days following the Executive’s Separation from
Service. The Executive’s right to payment of such benefits is not subject to liquidation or
exchange for another benefit and the amount of such benefits that the Executive receives in one
taxable year shall not affect the amount of such benefits that the Executive receives in any other
taxable year. The benefits to be provided under this Section 6.01(c) shall be reduced to
the extent of the receipt of substantially equivalent coverage by the Executive from any successor
employer.



          (d) All awards under the Company’s Executive Retention Plan adopted in July, 1998 or any
similar plan shall accelerate and be payable within fifteen (15) days after the Executive’s
Separation from Service.



          (e) If any payments received by a Tier 1 Executive pursuant to this Plan will be subject to
the excise tax imposed by Section 4999 of the Code, or any successor or similar provision of the
Code or any comparable provision of state law (the “Excise Tax”), the Employer shall pay to the
Tier 1 Executive additional compensation such that the net amount received by the Tier 1 Executive
after deduction of any Excise Tax (and taking into account any federal, state and local income
taxes payable by the Tier 1 Executive as a result of the receipt of such gross-up



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compensation), shall be equal to the total payments he or she would have received had no such
Excise Tax (or any interest or penalties thereon arising primarily from the acts or omissions of
the Employer) been paid or incurred. The Employer shall pay such additional compensation at the
time when the Employer withholds such Excise Tax from any payments to the Tier 1 Executive. The
calculation of the tax gross-up payment shall be approved by the Company’s independent certified
public accounting firm and the Tier 1 Executive’s designated financial advisor.



          (f) In the event that the amount of payments or other benefits payable to a Tier 2 Executive
under this Plan, together with any payments or benefits payable under any other plan, program,
arrangement or agreement maintained by the Employer or one of its affiliates, would constitute an
‘excess parachute payment’ (within the meaning of Section 280G of the Code), the payments under
this Plan shall be reduced (by the minimum possible amounts) until no amount payable to the Tier 2
Executive under this Plan constitutes an ‘excess parachute payment’ (within the meaning of
Section 280G of the Code); provided, however, that no such reduction shall be made if the net
after-tax payment (after taking into account Federal, state, local or other income and excise
taxes) to which the Tier 2 Executive would otherwise be entitled without such reduction would be
greater than the net after-tax payment (after taking into account Federal, state, local or other
income and excise taxes) to the Tier 2 Executive resulting from the receipt of such payments with
such reduction. If, as a result of subsequent events or conditions (including a subsequent payment
or absence of a subsequent payment under this Plan or other plans, programs, arrangements or
agreements maintained by the Employer or one of its affiliates), it is determined that payments
hereunder have been reduced by more than the minimum amount required under this
Section 6.01(f), then an additional payment shall be promptly made to the Tier 2 Executive
in an amount equal to the excess reduction. All determinations required to be made under this
Section 6.01(f), including whether a payment would result in an ‘excess parachute payment’
and the assumptions to be utilized in arriving at such determination, shall be made and approved by
the Company’s independent certified public accounting firm and the Tier 2 Executive’s designated
financial advisor.



          6.02 Accrued Benefits. Upon termination of the employment of Executive for any
reason, any accumulated but unused vacation shall be paid through the Date of Termination. Upon
termination of the employment of Executive as set forth in Section 5.01, any accrued but
unpaid bonus shall be paid through the Date of Termination. Unless otherwise specifically provided
in this Plan, any payments or benefits payable to the Executive hereunder, including without
limitation any bonus, in respect of any calendar year during which the Executive is employed by the
Employer for less than the entire such year shall be prorated in accordance with the number of days
in such calendar year during which he or she is so employed.



          6.03 Specified Employees. The provisions of this Section 6.03 shall apply if
any severance payments hereunder constitute “deferred compensation” (within the meaning of Section
409A of the Code) payable upon the Executive’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



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hereof and, accordingly, should not be subject to the delayed-payment provisions set forth in
this Section 6.03. Notwithstanding Section 6.01(a) or any other provision of this
Plan to the contrary, if the Executive is a “specified employee” within the meaning of Treasury
Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the
Executive shall not be entitled to any severance payments hereunder until the earlier of (i) the
date which is six (6) months after the Executive’s Separation from Service for any reason other
than death, or (ii) the date of the Executive’s death. Any amounts otherwise payable to the
Executive upon or in the six (6) month period following the Executive’s Separation from Service
that are not so paid by reason of this Section 6.03 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 Executive’s Separation from Service (or, if earlier, as soon as practicable, and
in all events within thirty (30) days, after the date of the Executive’s death).



     7. No Mitigation. The Executive shall not be required to mitigate the amount of any
payments provided for by this Plan by seeking employment or otherwise, nor shall the amount of any
cash payments or benefits provided under this Plan be reduced by any compensation or benefits
earned by the Executive after his or her Date of Termination (except as provided in the last
sentence of Section 6.01(d) above). Notwithstanding the foregoing, if the Executive is
entitled, by operation of any applicable law, to unemployment compensation benefits or benefits
under the Worker Adjustment and Retraining Act of 1988 (known as the “WARN” Act) in connection with
the termination of his or her employment in addition to amounts required to be paid to him or her
under this Plan, then to the extent permitted by applicable statutory law governing severance
payments or notice of termination of employment, the Company shall be entitled to offset the
amounts payable hereunder by the amounts of any such statutorily mandated payments.



     8. Limitation on Rights.



          8.01 No Employment Contract. This Plan shall not be deemed to create a contract of
employment between the Employer and the Executive and shall create no right in the Executive to
continue in the Employer’s employment for any specific period of time, or to create any other
rights in the Executive or obligations on the part of the Company or its subsidiaries, except as
set forth herein. Except as set forth herein, this Plan shall not restrict the right of the
Employer to terminate the employment of Executive, or restrict the right of the Executive to
terminate his or her employment.



          8.02 No Other Exclusions. This Plan shall not be construed to exclude the Executive
from participation in any other compensation or benefit programs in which he or she is specifically
eligible to participate either prior to or following the Effective Date of this Plan, or any such
programs that generally are available to other executive personnel of the Company, nor shall it
affect the kind and amount of other compensation to which the Executive is entitled.



     9. Administrator and Claims Procedure.



          9.01 Administrator. Except as set forth herein, the administrator (the
“Administrator”) for purposes of this Plan shall be the Company. The Company shall have the right
to designate one or more of the Company’s or the Employer’s employees as the



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Administrator at any time. The Company shall give the Executive written notice of any change
in the Administrator, or in the address or telephone number of the same.



          9.02 Claims Procedure. The Executive, or other person claiming through the Executive,
must file a written claim for benefits with the Administrator as a prerequisite to the payment of
benefits under this Plan. The Administrator shall make all determinations as to the right of any
person to receive benefits under Sections 9.02 and 9.03. The decision by the
Administrator of a claim for benefits by the Executive, his or her heirs or personal representative
(the “claimant”) shall be stated in writing by the Administrator and delivered or mailed to the
claimant within thirty (30) days after receipt of the claim, unless special circumstances require
an extension of time for processing the claim. If such an extension is required, written notice of
the extension shall be furnished to the claimant prior to the termination of the initial thirty-day
period. In no event shall such extension exceed a period of thirty (30) days from the end of the
initial period. Any notice of denial shall set forth the specific reasons for the denial, specific
reference to pertinent provisions of this Plan upon which the denial is based, a description of any
additional material or information necessary for the claimant to perfect his or her claim, with an
explanation of why such material or information is necessary, and a description of claim review
procedures, written to the best of the Administrator’s ability in a manner that may be understood
without legal or actuarial counsel.



          9.03 Appeals. A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within sixty (60) days following the date of such denial, in a
writing addressed to the Administrator, a review of such denial. The claimant shall be entitled to
submit written comments, documents, records and other information he or she shall consider relevant
to a determination of his or her claim, and he or she may include a request for a hearing in person
before the Administrator. Prior to submitting his or her request, the claimant shall be entitled
to review such documents, records, and other information as the Administrator shall reasonably
agree are pertinent to his or her claim. The claimant may, at all stages of the review, be
represented by counsel, legal or otherwise, of his or her choice, provided that the fees and
expenses of such counsel shall be borne by the claimant, unless the claimant is successful, in
which case, such costs shall be borne by the Company. The review of the claim shall take into
account all information submitted by claimant relating to the claim, without regard to whether such
information was submitted in the initial benefit determination. All requests for review shall be
promptly resolved. The Administrator’s decision with respect to any such review shall be set forth
in writing and shall be mailed to the claimant not later than sixty (60) days following receipt by
the Administrator of the claimant’s request unless special circumstances, such as the need to hold
a hearing, require an extension of time for processing, in which case the Administrator’s decision
shall be so mailed not later than one hundred and twenty (120) days after receipt of the claimant’s
request. The time and place of any hearing shall be as mutually agreed by the parties. If the
claimant is dissatisfied with the Administrator’s decision on review, the claimant may then
either, at his or her option, invoke the arbitration procedures described in Section 9.04
or pursue a remedy in a judicial forum. No legal action may be commenced prior to the completion
of the claims and appeals procedures described in the foregoing provisions of Section 9.02
and 9.03. Notwithstanding the foregoing, no legal action may be commenced after ninety
(90) days after the date upon which the Administrator’s written decision on appeal was sent to
claimant.



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          9.04 Arbitration. A claimant who has followed the procedures in Sections 9.02 and
9.03, but who has not obtained full relief on his or her claim for benefits, may, within sixty (60)
days following his or her receipt of the Administrator’s written decision on review pursuant to
Section 9.03, apply in writing to the Administrator for expedited and binding arbitration of his or
her claim before an arbitrator in Orange County, California in accordance with the commercial
arbitration rules of the American Arbitration Association, as then in effect, or pursuant to such
other form of alternative dispute resolution as the parties may agree (collectively, the
“arbitration”). Subject to Section 10, the Company or the Employer shall pay filing fees
and other costs required to initiate the arbitration. The arbitrator’s sole authority shall be to
interpret and apply the provisions of this Plan; and except as set forth herein he or she shall not
change, add to, or subtract from, any of its provisions. The arbitrator shall have the power to
compel attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment
based upon such arbitration. The arbitrator shall be appointed by mutual agreement of the Company
and the claimant; provided that if the Company and the claimant cannot agree, the arbitrator shall
be appointed pursuant to the applicable commercial arbitration rules. The arbitrator shall be a
professional person with a reputation in the community for expertise in employee benefit matters
and who is unrelated to the claimant, the Company or its subsidiaries or any employees of the
Company or its subsidiaries. All decisions of the arbitrator shall be final and binding on the
claimant and the Company.



     10. Legal Fees and Expenses. If any dispute arises between the parties with respect
to the interpretation or performance of this 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 10 shall be in addition to all other amounts due
to the Executive pursuant to this Plan.



     11. ERISA. This Plan is an unfunded compensation arrangement for a member of a select
group of the Company’s management or that of its subsidiaries and any exemptions under the Employee
Retirement Income Security Act of 1974, as amended, as applicable to such an arrangement shall be
applicable to this Plan.



     12. Taxes. The Executive 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, the Executive should obtain and rely solely on the tax advice provided by
the Executive’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).



     13. Miscellaneous.



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          13.01 Administration. This Plan may be administered by the Board or the Committee.
When this Plan refers to any action by the Board, the Committee may take such action with the same
effect as if it had been taken by the Board.



          13.02 Amendments. This Plan may be changed, amended or modified by resolution of the
Board or the Committee.



          13.03 Assignment and Binding Effect.



          (a) Neither this Plan nor the rights or obligations hereunder shall be assignable by the
Executive or the Company except that this Plan shall be assignable to, binding upon and inure to
the benefit of any successor of the Company, and any successor shall be deemed substituted for the
Company upon the terms and subject to the conditions hereof’.



          (b) The Company 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 to expressly assume and agree to perform all of the obligations of the Company under this
Plan (including the obligation to cause any subsequent successor to also assume the obligations of
this Plan) unless such assumption occurs by operation of law. Nothing in this
Section 13.03 is intended, however, to require that a person or group referred to in
Section 2.03(a) as being the beneficial owner of shares of stock of the Company must assume
the obligations under this Plan as a result of such stock ownership.



          13.04 No Waiver. No waiver of any term, provision or condition of this 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 this Plan.



          13.05 Rules of Construction.



          (a) This Plan has been executed in, and shall be governed by and construed in accordance with
the laws of, the State of California. Captions contained in this Plan are for convenience of
reference only and shall not be considered or referred to in resolving questions of interpretation
with respect to this Plan.



          (b) If any provision of this 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 this Plan will
not be materially and adversely affected thereby, (i) such provision will be fully severable, (ii)
this 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 this 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 this Plan a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision as may be possible.



          13.06 Notices. Any notice required or permitted by this Plan shall be in writing,
delivered by hand, or sent by registered or certified mail, return receipt requested, or by



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recognized courier service (regularly providing proof of delivery), addressed to the Board and
the Company and where applicable, the Administrator, at the Company’s then principal office, or to
the Executive at the address set forth in the records of the Employer, as the case may be, or to
such other address or addresses the Company or the Executive may from time to time specify in
writing. Notices shall be deemed given when received.



          13.07 Section 409A. This 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 Executive to payment of any interest or additional tax imposed under Code Section 409A.
The provisions of this 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 Executive.



###




Western Digital Corporation Amended and Restated Change of Control Severance Plan




As amended November 6, 2008





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