Exhibit








Exhibit 10.1


Western Digital Corporation  
3355 Michelson Drive, Suite 100
Irvine, CA 92612
(949) 672-7000 x 27985/27986
Notice of Grant of Performance Stock Units
and Performance Stock Unit Award Agreement 


<<Name>>                        Award Number:    
<<Address 1>>                        Plan: 2004 Performance Incentive Plan    
<<Address 2>>                        ID:    




Congratulations!  Effective <<grant date>> (the “Grant Date”), you have been granted performance-based stock units of Western Digital Corporation (the “Corporation”).  These stock units were granted under the Amended and Restated 2004 Performance Incentive Plan, as such plan may be amended from time to time (the “Plan”).1 
Total Target Number of Stock Units: << target number >>
There are two measurement periods covered by grant:  
October 1, 2015 through December 31, 2016 (the “First Measurement Period”); and
October 1, 2015 through December 31, 2017 (the “Second Measurement Period”).
Fifty percent (50%) of the target number of Stock Units set forth above are allocated to each of the two Measurement Periods set forth above (each, a “Measurement Period” and together, the “Measurement Periods”).  The actual number of stock units that vest and become payable based on performance during a Measurement Period may range from 0% to 300% of the total target number of Stock Units subject to the award and allocated to that Measurement Period as set forth on Exhibit A hereto and subject to the Standard Terms referenced below.  




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


A copy of the Plan, the Prospectus for the Plan, and the Standard Terms have been provided to you.  If you need another copy of these documents, or if you would like to confirm that you have the most recent version, please contact the Corporation’s Stock Plans Administrator.












1   The number of stock units subject to the award is subject to adjustment under Section 7.1 of the Plan (for example, and without limitation, in connection with stock splits).











Western Digital Corporation   3355 Michelson Drive, Suite 100
Irvine, California 92612   Telephone 949 672-7000


STANDARD TERMS AND CONDITIONS FOR 
PERFORMANCE STOCK UNIT AWARDS 
Amended and Restated 2004 Performance Incentive Plan
		
	1.
	Stock Units Subject to 2004 Performance Incentive Plan




The Stock Unit Award (the “Award”) referred to in the attached Notice of Grant of Stock Units and Stock Unit Award Agreement (the “Notice”) was awarded under the Corporation’s Amended and Restated 2004 Performance Incentive Plan (the “Plan”).  Each stock unit covered by the Award (“Stock Unit”) is a non-voting unit of measurement that is deemed for bookkeeping purposes to be equivalent to one outstanding share of Common Stock (subject to adjustment as provided in Section 7.1 of the Plan).  The holder of the Stock Units is referred to herein as the “Participant.”  Stock Units shall be used solely as a device for the determination of the number of shares of Common Stock to eventually be delivered to the Participant if Stock Units held by such Participant vest pursuant to Section 4, Section 7 or Section 8 and shall not be treated as property or as a trust fund of any kind.  The target number of Stock Units granted to the Participant shall be credited to an unfunded bookkeeping account maintained by the Corporation on behalf of the Participant (a “Stock Unit Account”).
The Stock Units are subject to the terms and provisions of the Notice, these Standard Terms and Conditions for Performance Stock Unit Awards (these “Standard Terms”), and the Plan.  To the extent any information in the Notice, the prospectus for the Plan, or other information provided by the Corporation conflicts with the Plan and/or these Standard Terms, the Plan or these Standard Terms, as applicable, shall control.  To the extent any terms and provisions in these Standard Terms conflict with the terms and provisions of the Plan, the Plan shall control.  Capitalized terms not defined herein have the meanings set forth in the Plan or in the Notice, as applicable.
		
	2.
	Award Agreement




The Notice and these Standard Terms, together, constitute the Award Agreement with respect to the Award pursuant to Section 5.3 of the Plan.
		
	3.
	[Reserved.]




4.Vesting


The Administrator shall determine, in accordance with the performance goals and related criteria and methodology established by the Administrator for each Measurement Period, the extent to which the performance goals for the performance metrics set forth in Exhibit A have been achieved during each Measurement Period and the actual number of Stock Units, if any, credited based on performance with respect to each Measurement Period.  To the extent that any Stock Units are credited with respect to the First Measurement Period, such credited Stock Units for the First Measurement Period shall become vested (subject to Sections 7 and 8) on March 7, 2018.  To the extent that any Stock Units are credited with respect to the Second Measurement Period, such credited Stock Units for the Second Measurement Period shall become vested (subject to Sections 7 and 8) on March 7, 2019.  (Each such date is referred to as a “Vesting Date.”)  
Any Stock Units (including any related Stock Units credited as dividend equivalents pursuant to Section 5) that are allocated to a Measurement Period and do not become credited based on performance metrics achieved during the Measurement Period shall terminate as of the last day of that Measurement Period.  The Participant shall have no further rights with respect to any Stock Units that terminate pursuant to the foregoing provisions of this Section 4 or pursuant to Section 7 or 8 below. 
Except as expressly provided in Sections 7 and 8 below, the vesting schedule for the Stock Units requires continued employment through each applicable Vesting Date.  Except as expressly provided in Sections 7 and 8 below, employment for only a portion of the applicable vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as provided in Section 8 below or under the Plan. 











5.Dividend Equivalent Rights Distributions


As of any date that the Corporation pays an ordinary cash dividend on its Common Stock, the Corporation shall credit the Participant’s Stock Unit Account with an additional number of Stock Units equal to (i) the per share cash dividend paid by the Corporation on its Common Stock on such date, multiplied by (ii) the number of Stock Units remaining subject to the Award as of the related dividend payment record date, divided by (iii) the Fair Market Value of a share of Common Stock on the date of payment of such dividend.  For these purposes, any Stock Units that vest and become payable in excess of the target number of Stock Units shall be considered to have been granted on the Grant Date.  The Stock Units credited pursuant to the foregoing provisions of this Section 5 shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate.  
		
	6.
	Timing and Manner of Payment of Stock Units




Except as provided in Sections 7 or 8, any Stock Units that vest pursuant to the terms of the Notice and these Standard Terms shall be paid as soon as practicable following the applicable Vesting Date, and in no event later than seventy (70) days following the applicable Vesting Date.  For any Stock Units that become payable (whether pursuant to this Section 6, Section 7 or Section 8 hereof or Section 7 of the Plan) with respect to the applicable Vesting Date, the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its sole discretion) equal to the number of Stock Units becoming payable with respect to such Vesting Date (including any Stock Units credited as dividend equivalents pursuant to Section 5 with respect to the Stock Units that vest and become payable), subject to adjustment as provided in Section 7 of the Plan.  The Corporation’s obligation to deliver shares of Common Stock with respect to Stock Units that vest and become payable with respect to any Vesting Date is subject to the condition precedent that the Participant (or other person entitled under the Plan to receive any shares with respect to the vested Stock Units) delivers to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan in advance of the applicable Vesting Date.  The Participant shall have no further rights with respect to any Stock Units that are paid pursuant to this Section 6 or that are terminated pursuant to Section 4 or Section 8 hereof or Section 7 of the Plan, and such Stock Units shall be removed from the Participant’s Stock Unit Account upon the date of such payment or termination.  The Corporation may, in its sole discretion, settle any Stock Units credited as dividend equivalents by a cash payment equal to the Fair Market Value of a share of Common Stock on the date of payment (as opposed to payment in the form of shares of Common Stock).
		
	7.
	Change in Control Event Generally 




Subject to Sections 7.5, 7.6 and 7.7 of the Plan, upon (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the occurrence of a Change in Control Event in which the Stock Units subject to the Award are to terminate (i.e., the Administrator has not made a provision for the substitution, assumption, exchange or other continuation of the Award and the Award will not otherwise continue in accordance with its terms in the circumstances), the Stock Units subject to the Award that are then outstanding and unvested (and not previously terminated) immediately prior to the Change in Control Event shall vest as follows: 
		
	(i)
	As to the then outstanding and otherwise unvested, but previously credited Stock Units based on the attainment of a performance milestone during a Measurement Period that has ended as of the date of the Change in Control Event, such credited Stock Units shall vest as of the Change in Control Event; and 




		
	(ii)
	As to any then outstanding and otherwise unvested (and not previously credited or terminated) Stock Units that remain eligible to vest and as to which the corresponding Measurement Period has not ended as of the date of the Change in Control Event, the target number of Stock Units allocated to that Measurement Period shall vest as of the Change in Control Event (and provided that the Administrator, in its sole discretion, may consider it appropriate in the circumstances to provide for a greater portion of such outstanding Stock Units to vest).  




Any such accelerated Stock Units shall be paid no later than seventy (70) days following the date of the Change in Control Event.  Any remaining unvested Stock Units subject to the Award shall terminate and be forfeited to the Corporation as of the Change in Control Event.   
		
	8.
	Termination of Employment




(a)Termination of Employment Generally.  Subject to earlier vesting as provided in Section 7 or below in this Section 8, if the Participant ceases to be employed by the Corporation or its Subsidiaries for any reason other than as set forth below (the last day that the Participant is employed by the Corporation or a Subsidiary prior to a period of non-employment by any such 











entity is referred to as the Participant’s “Severance Date”), the Participant’s Stock Units shall terminate and be forfeited to the Corporation to the extent such Stock Units have not become vested upon the Severance Date.


(b)    Involuntary Termination of Employment After End of Measurement Period.  In the event the Participant ceases to be employed by the Corporation or any of its Subsidiaries on or after the date that the Administrator determines the number of credited Stock Units for the Second Measurement Period and before the applicable vesting date for the Stock Units credited with respect to a Measurement Period, and such termination is as a result of an involuntary termination of Participant’s employment by the Corporation or its Subsidiary due to a restructuring:


		
	(i)
	the then outstanding and otherwise unvested Stock Units which were previously credited based on the attainment of a performance milestone during a Measurement Period shall vest as of the Participant’s Severance Date;  and




		
	(ii)
	all remaining unvested and uncredited Stock Units shall terminate and be forfeited as of the Participant’s Severance Date.




Any such accelerated Stock Units pursuant to (b)(i) above shall be paid no later than seventy (70) days following the Participant’s Severance Date.  


		
	9.
	Adjustments




Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan, the Administrator will make adjustments if appropriate in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award.  No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are paid pursuant to Section 5.  
		
	10.
	Withholding Taxes




Upon or in connection with the vesting of the Stock Units, the payment of dividend equivalents and/or the distribution of shares of Common Stock in respect of the Stock Units, the Corporation (or the Subsidiary last employing the Participant) shall have the right at its option to (a) require the Participant to pay or provide for payment in cash of the amount of any taxes that the Corporation or the Subsidiary may be required to withhold with respect to such vesting, payment and/or distribution, or (b) deduct from any amount payable to the Participant the amount of any taxes which the Corporation or the Subsidiary may be required to withhold with respect to such vesting, payment and/or distribution.  In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Award Agreement, the Administrator may, in its sole discretion, direct the Corporation or the Subsidiary to reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy such withholding obligation at the minimum applicable withholding rates.  
		
	11.
	Nontransferability




Neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated, encumbered, either voluntarily or involuntarily.  The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.   
		
	12.
	No Right to Employment




Nothing contained in this Award Agreement or the Plan constitutes an employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation. 
		
	13.
	Rights as a Stockholder




Subject to the provisions of the Plan, the Notice and these Standard Terms, the Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5 with respect to dividend equivalent rights) and 











no voting rights with respect to Stock Units awarded to the Participant and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant.  No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.
		
	14.
	Notices




Any notice to be given under the terms of this Award Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other.  Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.  Any such notice shall be given only when received, but if the Participant is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 14.
		
	15.
	Arbitration




Any controversy arising out of or relating to this Award Agreement (including these Standard Terms) and/or the Plan, their enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of their provisions, or any other controversy arising out of or related to the Award, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Orange County, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., Orange, California, or its successor (“JAMS”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by either party to this Award Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator.  Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes.  At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based.  Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.  The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence above.  The parties agree that Corporation shall be responsible for payment of the forum costs of any arbitration hereunder, including the arbitrator’s fee.  The parties further agree that in any proceeding with respect to such matters, each party shall bear its own attorney’s fees and costs (other than forum costs associated with the arbitration) incurred by it or him or her in connection with the resolution of the dispute.  By accepting the Award, the Participant consents to all of the terms and conditions of this Award Agreement (including, without limitation, this Section 15).
		
	16.
	Governing Law




This Award Agreement, including these Standard Terms, shall be interpreted and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles thereunder) and applicable federal law.
		
	17.
	Severability




If the arbitrator selected in accordance with Section 15 or a court of competent jurisdiction determines that any portion of this Award Agreement (including these Standard Terms) or the Plan is in violation of any statute or public policy, then only the portions of this Award Agreement or the Plan, as applicable, which are found to violate such statute or public policy shall be stricken, and all portions of this Award Agreement and the Plan which are not found to violate any statute or public policy shall continue in full force and effect.  Furthermore, it is the parties’ intent that any order striking any portion of this Award Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.











		
	18.
	Entire Agreement




This Award Agreement (including these Standard Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof, including, without limitation, any provisions of the Participant’s employment agreement with the Corporation that entitle the Participant to receive a grant of “integration performance units”.   By accepting the Award, the Participant hereby agrees that the Award is in full satisfaction of the Participant’s rights to receive “integration performance units” pursuant to the terms of the Participant’s employment agreement with the Corporation.  The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan.  Such amendment must be in writing and signed by the Corporation.  The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
		
	19.
	Section Headings




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