exv10w3



 







Exhibit 10.3




Western Digital Corporation

Summary of Compensation Arrangements

for

Named Executive Officers and Directors




Named Executive Officers



This summary sheet reports current base salaries and certain other compensation for (1) the current
executive officers of Western Digital Corporation (the “Company”) who were named in the Summary
Compensation Table in the Company’s Proxy Statement filed October 4, 2005 with the Securities and
Exchange Commission (the “Named Executive Officers”) and (2) the Company’s current Chief Operations
Officer who is not presently one of the Named Executive Officers.




	 	 	 	 	 
	Named Executive Officer	 	Current Base Salary
	Matthew E. Massengill*
	 	$	800,000	 
	Chairman of the Board
	 	 	 	 
	 
	 	 	 	 
	Arif Shakeel*
	 	$	800,000	 
	President and Chief
Executive Officer
	 	 	 	 
	 
	 	 	 	 
	John F. Coyne**
	 	$	600,000	 
	Executive Vice President and
Chief Operations Officer
	 	 	 	 
	 
	 	 	 	 
	Stephen D. Milligan
	 	$	400,000	 
	Senior Vice President and
Chief Financial Officer
	 	 	 	 
	 
	 	 	 	 
	Hossein Moghadam
	 	$	400,000	 
	Senior Vice President
and Chief Technology Officer
	 	 	 	 
	 
	 	 	 	 
	Raymond M. Bukaty
	 	$	400,000	 
	Senior Vice President,
Administration, General
Counsel and Secretary
	 	 	 	 









 




			
	*	 	On August 25, 2005, the Company entered into employment agreements
with Mr. Massengill and Mr. Shakeel, effective October 1, 2005, as
disclosed in Item 1.01 of the Company’s current report on Form 8-K,
filed with the Securities and Exchange Commission on August 26, 2005,
which is incorporated herein by reference.
	 
	**	 	On May 25, 2005, prior to
Mr. Coyne’s appointment as Executive Vice President and Chief
Operations Officer, the Company entered into a letter agreement with
him, as disclosed in Item 5.02 of the Company’s current report on Form
8-K, filed with the Securities and Exchange Commission on November 23,
2005, which is incorporated herein by reference.







     The Named Executive Officers and Mr. Coyne are eligible to receive cash bonus awards as
disclosed in Item 1.01 of the Company’s Current Report on Form 8-K, filed with the Securities and
Exchange Commission on November 23, 2005, which is incorporated herein by reference.



 









 





     The Named Executive Officers and Mr. Coyne are entitled to participate in various Company
plans as set forth in the exhibits to the Company’s filings with the Securities and Exchange
Commission.



     In addition, the Named Executive Officers and Mr. Coyne may be eligible to receive perquisites
and other personal benefits as disclosed in the Company’s Proxy Statement.



Directors




     The Company’s non-employee directors currently receive an annual retainer of $40,000 in
January, or if they join the Company’s Board of Directors (the “Board”) at a later date, they
receive a proportion of the annual fee corresponding to the period for which they serve. The
non-employee directors also currently receive compensation of $2,500 for each session during which
they attend a Board meeting, $1,500 for any and all committee meetings attended, $1,250 for each
Board meeting and $750 for each committee meeting held by telephone conference, and reimbursement
of reasonable out-of-pocket expenses incurred in attending each meeting. In addition, the chairman
of each committee of the Board receives an annual retainer of $5,000.



     Effective January 1, 2006, the Company’s non-employee directors will receive an annual
retainer of $75,000 in January, or if they join the Board at a
later date, they receive a proportion of the annual fee corresponding to the period for which they
serve. Also effective January 1, 2006, the chairman of the audit committee of the Board will
receive an annual retainer of $10,000 and the chairman of each of the
Governance Committee and the Compensation Committee will
receive an annual retainer of $5,000. All audit committee members, including the chairman, will
receive an annual retainer of $5,000. Non-employee directors will continue to be reimbursed for
reasonable out-of-pocket expenses incurred in attending Board and committee meetings, but directors
will not receive separate payments for attendance at Board and committee meetings.



     Mr. Massengill and Mr. Shakeel, who are employees of the Company, do not receive any
compensation for their service on the Board or any Board committee.



     At a Board meeting held on August 5, 2005, the Board approved the payment of $2,500 per day
(or time aggregating a full work day) for time spent by any independent director outside of board
or committee meetings assisting with specified succession planning matters.



     The Company’s non-employee directors are entitled to participate in various other Company
plans as set forth in the exhibits to the Company’s filings with the Securities and Exchange
Commission.




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