exv10w7






Exhibit 10.7




Western Digital Corporation

Summary of Compensation Arrangements

for

Named Executive Officers and Directors




NAMED EXECUTIVE OFFICERS




     Base Salaries. The current annual base salaries for the current executive officers of Western
Digital Corporation (the “Company”) who were named in the Summary Compensation Table in the
Company’s Proxy Statement that was filed with the Securities and Exchange Commission in connection
with the Company’s 2008 Annual Meeting of Stockholders (the “Named Executive Officers”) are as
follows:



	 	 	 	 	 	 	 
	Named Executive Officer	 	Title	 	Current Base Salary
	John F. Coyne	 	President and Chief Executive Officer
	 	$	600,000	 
	Timothy M. Leyden	 	Executive Vice President and Chief
Financial Officer
	 	$	412,500	 
	Raymond M. Bukaty	 	Senior Vice President,
Administration, General Counsel and
Secretary
	 	$	348,500	 
	Hossein Moghadam	 	Senior Vice President, Chief
Technology Officer
	 	$	348,500	 






     Semi-Annual Bonuses. Under the Company’s Incentive Compensation Plan (the “ICP”), the Named
Executive Officers are also eligible to receive semi-annual cash bonus awards that are determined
based on the Company’s achievement of performance goals pre-established by the Compensation
Committee (the “Committee”) of the Company’s Board of Directors as well as other discretionary
factors. On February 4, 2009, the Committee established the performance goals for the cash bonus
awards payable for the six-month period beginning December 27, 2008 and ending July 3, 2009.
Specifically, the Committee selected earnings per share as the financial performance goal and
established specific earnings per share goals to correspond to specific achievement percentages
ranging between 0% and 200%.



     At the end of the six-month performance period, the ICP will fund in an amount ranging from 0%
to 200% based on an interpolation between the Company’s performance as measured against the
pre-established earnings per share goals and other discretionary considerations. Each Named
Executive Officer will be eligible to receive a bonus in an amount equal to his target bonus
multiplied by the funding percentage approved by the Committee, subject to further adjustment in
the discretion of the Committee depending upon the executive’s individual and business group
performance. The target bonus percentages for the Named Executive Officers under the ICP currently
range from 75% to 150% of each Named Executive Officer’s semi-annual base salary.



     Additional Compensation. The Named Executive Officers are also eligible to receive
equity-based incentives and discretionary bonuses as determined from time to time by the Committee,
are entitled to participate in various Company plans, and are subject to other written agreements,
in each case as set forth in exhibits to the Company’s filings with the Securities and Exchange
Commission. In addition, the Named Executive Officers may be eligible to receive perquisites and
other personal benefits as disclosed in the Company’s Proxy Statement that was filed with the
Securities and Exchange Commission in connection with the Company’s 2008 Annual Meeting of
Stockholders.



 









 





DIRECTORS




     Annual Retainer and Committee Retainer Fees. The following table sets forth the annual
retainer and committee membership fees payable for 2009 to each of the Company’s non-employee
directors:



	 	 	 	 	 
	 	 	Retainer Fees
	Type of Fee	 	(Effective For 2009)
	Annual Retainer
	 	$	63,750	 
	Lead Independent Director Retainer
	 	$	17,000	 
	Non-Executive Chairman of Board Retainer
	 	$	85,000	 
	Additional Committee Retainers
	 	 	 	 
	• Audit Committee
	 	$	8,500	 
	• Compensation Committee
	 	$	4,250	 
	• Governance Committee
	 	$	2,125	 
	Additional Committee Chairman Retainers
	 	 	 	 
	• Audit Committee
	 	$	12,750	 
	• Compensation Committee
	 	$	8,500	 
	• Governance Committee
	 	$	6,375	 






     The retainer fee to the Company’s lead independent director referred to above is paid only if
the Chairman of the Board is an employee of the Company. The annual retainer fees are generally
paid on January 1 of each year.



     Non-employee directors do not receive a separate fee for each Board of Directors or committee
meeting they attend. However, the Company reimburses all non-employee directors for reasonable
out-of-pocket expenses incurred to attend each Board of Directors or committee meeting. Mr. Coyne,
who is an employee of the Company, does not receive any compensation for his service on the Board
or any Board committee.



     Additional Director Compensation. The Company’s non-employee directors are also entitled to
participate in the following other Company plans as set forth in exhibits to the Company’s filings
with the Securities and Exchange Commission: Non-Employee Director Option Grant Program and
Non-Employee Director Restricted Stock Unit Grant Program, each as adopted under the Company’s
Amended and Restated 2004 Performance Incentive Plan; Amended and Restated Non-Employee Directors
Stock-for-Fees Plan; and Deferred Compensation Plan.