exv10w6






Exhibit 10.6




WESTERN DIGITAL CORPORATION




NON-EMPLOYEE DIRECTORS STOCK-FOR-FEES PLAN




(As Amended November 6, 2008)





	 	1. 	Purpose.





               The purposes of this Western Digital Corporation Non-Employee Director Stock-For-Fees Plan
(the “Plan”) are to advance the interests of Western Digital Corporation (the “Company”) and its
stockholders by increasing ownership by the Company’s non-employee directors of the Company’s
Common Stock, thereby aligning their interests more closely with the interests of the Company’s
other stockholders, and to make available to the Company the cash that would otherwise have been
paid to non-employee directors receiving Common Stock in lieu of fees hereunder.




	 	2. 	Administration.





               The Plan shall be administered by the Company, which shall have the power to construe the
Plan, to resolve all questions arising under the Plan, to adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable, and otherwise to carry out
the terms of the Plan, but only to the extent not contrary to the express provisions of the Plan.
The determinations, interpretations, and other actions of the Company of or under the Plan or with
respect to any Common Stock granted pursuant to the Plan shall be final and binding for all
purposes and on all persons. Neither the Company nor any officer or employee thereof shall be
liable for any action or determination taken or made under the Plan in good faith. Notwithstanding
the foregoing, the Company shall have no authority or discretion as to the persons who will receive
Common Stock granted pursuant to the Plan, the number of shares of Common Stock to be issued under
the Plan, the time at which such grants are made, the number of shares of Common Stock to be
granted at any particular time, or any other matters that are specifically governed by the
provisions of the Plan.




	 	3. 	Participation in the Plan.





               Directors of the Company who are not employees of the Company or any subsidiary of the Company
(“Eligible Directors”) shall be eligible to participate in the Plan. Each Eligible Director shall,
if required by the Company, enter into an agreement with the Company in such form as the Company
shall determine consistent with the provisions of the Plan for purposes of implementing the Plan or
effecting its purposes. In the event of any inconsistency between the provisions of the Plan and
any such agreement, the provisions of the Plan shall govern.




	 	4. 	Stock Subject to the Plan.





               (a) Number of Shares. The shares that may be issued under the Plan shall be
authorized and unissued shares or treasury shares of the Company’s Common Stock (the “Common
Stock”). The maximum aggregate number of shares that may be issued under the



 









 







Plan shall be four hundred thousand (400,000), subject to adjustment upon changes in
capitalization of the Company as provided in 

Section 4(b). The maximum aggregate number of
shares issuable under the Plan may be increased from time to time by approval of the Company’s
Board of Directors, and by the stockholders of the Company if stockholder approval is required
pursuant to the applicable rules of any stock exchange, or, in the opinion of the Company’s
counsel, any other law or regulation binding upon the Company.



               (b) Adjustments. If the Company shall at any time increase or decrease the number of
its issued and outstanding shares of Common Stock (whether by reason of reorganization, merger,
consolidation, recapitalization, stock dividend, stock split, combination of shares, exchange of
shares, change in corporate structure, or otherwise), then the number of shares of Common Stock
still available for issue hereunder shall be increased or decreased appropriately and
proportionately.




	 	5. 	Stock Elections.





               Each Eligible Director may make an “Election” to receive Common Stock in lieu of any or all of
(i) the annual retainer fee otherwise payable to him or her in cash for that calendar year, and/or
(ii) the meeting attendance fees otherwise payable to him or her in cash for that calendar year.
Such Election for any calendar year must be in writing and must be delivered to the Secretary of
the Company not later than the end of the immediately preceding calendar year. In addition, newly
elected or appointed Eligible Directors shall make an interim Election as of the date they join the
board, which interim Election shall be made on or before the date such Eligible Director joins the
Board of Directors and shall govern until the immediately ensuing calendar year. Separate
Elections must be made for each calendar year; if an Eligible Director does not make a written
Election for any particular calendar year, then such Eligible Director shall be deemed to have
elected to receive all meeting fees and his or her retainer fee for that calendar year in cash.




	 	6. 	Issuance of Common Stock.





               (a)
Timing and Amounts of Issuances.


                         (i) Subject to Section 7, Common Stock issuable to an Eligible Director in lieu of annual
retainer or meeting fees shall be issued not later than ten days after the date such annual
retainer or meeting fees, as the case may be, would have been paid if paid in cash.



                         (ii) The number of shares of Common Stock issuable in lieu of cash annual retainer fees
(whether or not deferred pursuant to Section 7) shall be determined by dividing the amount of cash
fees being replaced by Common Stock by the Fair Market Value (as defined below) of the Common Stock
on the first trading day of the calendar year for which the annual retainer is being paid or, in
the case of an annual retainer being paid to a newly appointed or elected Eligible Director for a
partial year, on the date such Eligible Director joins the board.



                         (iii) The number of shares of Common Stock issuable in lieu of cash meeting fees (whether or
not deferred) shall be determined by dividing the amount of cash fees



2









 







being replaced by Common Stock by the Fair Market Value of the Common Stock on the date of the
meeting for which the fee is paid.



               (b) Fractional Shares. No fractional shares shall be issued under the Plan. The
portion of annual retainer or meeting fees that would be paid in Common Stock but for the
proscription on fractional shares shall be paid in cash along with any portion of the fee that the
Eligible Director has elected to receive in cash. For directors electing no cash for a particular
calendar year, fractional share equivalent cash balances shall be held by the Company until the end
of that calendar year and then distributed in cash to the Eligible Director without interest in
January of the following calendar year.



               (c) Fair Market Value. For the purposes of the Plan, the “Fair Market Value” of the
Common Stock as of any issuance or deferral date shall be the closing price of the Common Stock on
the New York Stock Exchange (or another national stock exchange if the Common Stock trades thereon
but not on the NYSE) as of such date (or, if no such shares were traded on such date, as of the
next preceding day on which there was such a trade, provided that the closing price on such
preceding date is not less than 100% of the fair market value of the Common Stock, as determined in
good faith by the Company, on the date of issuance). If at any time the Common Stock is no longer
traded on a national stock exchange, the Fair Market Value of the Common Stock as of any issuance
date shall be as determined by the Company in good faith in the exercise of its reasonable
discretion.



               (d) Issuance of Certificates. As promptly as practicable following each issuance of
Common Stock hereunder, the Company shall issue to the recipient Eligible Director a stock
certificate or certificates registered in his or her name representing the number of shares of
Common Stock issued.




	 	7. 	Deferral.





               (a) Election to Defer. An Eligible Director may elect to defer the receipt of any
cash or stock annual retainer or meeting fees payable during the period to which an Election
applies. Any such deferral election by an Eligible Director shall specify whether the fees to be
deferred are fees that the Eligible Director is required or has elected to receive in Common Stock,
and shall be made and take effect at the times specified in the Company’s Deferred Compensation
Plan (the “Deferred Compensation Plan”). The deferral shall not change the form (cash versus
Common Stock) in which the fee is to be paid at the end of the deferral period, notwithstanding the
fact that during the deferral period fees ultimately payable in Common Stock may be general
unsecured obligations of the Company to the Eligible Director.



               (b) [Reserved]



               (c) Plan Shares. All shares issued or issuable under the Plan, including deferred
shares, shall be deducted from the shares available under the Plan at the time first issued or
deferred, provided that shares deferred and not ultimately issued and delivered to the Eligible
Director shall be returned to the pool of available shares under the Plan.



3









 





               (d) Deferred Compensation Plan. Deferral of Eligible Directors’ fees, whether payable
in cash or Common Stock, shall be administered pursuant to the Deferred Compensation Plan.




	 	8. 	Securities Laws.





               (a) Investment Representations. The Company may require any Eligible Director to whom
an issuance of securities is made or a deferred delivery obligation is undertaken as a condition of
receiving securities pursuant to such issuance or obligation to give written assurances in
substance and form satisfactory to the Company and its counsel to the effect the such person is
acquiring the securities for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same in violation of applicable securities laws,
and to such other effects as the Company deems necessary or appropriate to comply with federal and
applicable state securities laws.



               (b) Listing, Registration, and Qualification. Anything to the contrary herein
notwithstanding, each issuance of securities shall be subject to the requirement that, if at any
time the Company or its counsel shall determine that the listing, registration, or qualification of
the securities subject to such issuance upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, is necessary or advisable
as a condition of, or in connection with, such issuance of securities, such issuance shall not
occur in whole or in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained on conditions acceptable to the Company. Nothing herein shall
be deemed to require the Company to apply for or to obtain such listing, registration, or
qualification.



               (c) Restrictions on Transfer. The securities issued under the Plan shall be
restricted by the Company as to transfer unless the grants are made under a registration statement
that is effective under the Securities Act of 1933, as amended, or unless the Company receives an
opinion of counsel satisfactory to the Company to the effect that registration under state or
federal securities laws is not required with respect to such transfer.




	 	9. 	Withholding Taxes.





               Whenever shares of Common Stock are to be issued under the Plan, the Company shall have the
right prior to the delivery of any certificate or certificates for such shares to require the
recipient to remit to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements attributable to the issuance. In the absence of payment by an
Eligible Director to the Company of an amount sufficient to satisfy such withholding taxes, or an
alternative arrangement with the Eligible Director that is satisfactory to the Company, the Company
may make such provisions as it deems appropriate for the withholding of any such taxes which the
Company determines it is required to withhold.




	 	10. 	Amendment of the Plan.





               The Board of Directors of the Company may suspend or terminate the Plan or any portion thereof
at any time, and may amend the Plan from time-to-time in any respect the Board



4









 







of Directors may deem to be in the best interests of the Company; provided, however, that no
such amendment shall be effective without approval of the stockholders of the Company if
stockholder approval of the amendment is then required pursuant to the applicable rules of any
securities exchange, or, in the opinion of the Company’s counsel, any other law or regulation
binding on the Company.




	 	11. 	Effective Date and Duration of the Plan.





               The Plan shall, subject to approval by the Company’s stockholders at the Company’s 1992 Annual
Meeting, be effective January 1, 1993. The Plan shall terminate at 11:59 p.m. on December 31,
2012, unless sooner terminated by action of the Board of Directors. Elections may be made under
the Plan prior to its effectiveness, but no issuances under the Plan shall be made before its
effectiveness or after its termination.




	 	12. 	Governing Laws.





               The Plan and all rights and obligations under the Plan shall be construed in accordance with
and governed by the laws of the State of California, excluding its conflicts of laws principles.




	 	13. 	Construction.





               The Plan is intended to comply with Section 409A of the U.S. Internal Revenue Code of 1986, as
amended (including the Treasury regulations and other published guidance relating thereto)
(collectively, “Section 409A”), so as not to subject any Eligible Director to payment of any
additional tax, penalty or interest imposed under 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 Section 409A yet preserve (to the nearest extent reasonably possible) the intended
benefit payable to the Eligible Director.




5