Western Digital Corporation 2012 Notice and Proxy Statement Page 32

Determination of Executive Compensation

Role of the Compensation Committee

Our executive compensation program is administered by our Compensation Committee. The Compensation

Committee is responsible for approving all elements of compensation for our executive officers. The
Compensation Committee generally reviews the performance and compensation of our executive officers on an
annual basis and at the time of hiring, a promotion or other change in responsibilities. The Compensation
Committee's annual review typically occurs shortly after the completion of each fiscal year, with the review for
fiscal 2012 compensation commencing in August 2011 and continuing during the Compensation Committee's
meeting in September 2011.

While the Compensation Committee considers our target pay positioning strategy (described below) as one

factor in setting compensation for our executives, the Compensation Committee's practice is to consider all
elements of compensation, our compensation philosophy and objectives and a subjective evaluation of other
relevant facts and circumstances when determining the appropriate level and mix of each element of
compensation for our executive officers, including the following:

the executive's experience, performance and judgment;

survey and peer company market data prepared by the Compensation Committee's compensation

consultant, as explained in more detail below;

for executives other than the Chief Executive Officer, the Chief Executive Officer's recommendations;

internal equity;

summaries of prior and potential future compensation levels (referred to as "tally sheets");

succession planning and retention objectives;

past and expected future contributions of the executive; and

current company and economic conditions.

The compensation decisions made for fiscal 2012 are explained in more detail below under the section

entitled "Elements of Our Executive Compensation Program."

Role of Executive Officers

While no executive participates in any discussions or decisions regarding his or her own compensation,

certain of our executive officers and other employees assist the Compensation Committee in the administration
of our executive compensation process. Our Chief Executive Officer works with our Senior Vice President,
Human Resources in reviewing the performance of the other named executive officers and developing
recommendations to the Compensation Committee regarding the base salaries, bonuses, equity awards and other
incentive compensation to these executives for consideration by the Compensation Committee at its annual
review. While the Compensation Committee considers these recommendations, the Compensation Committee is
solely responsible for making the final decision regarding compensation to our executive officers.

Our Senior Vice President, Human Resources also may provide internal and external compensation data to

the Compensation Committee and its compensation consultant. Our Chief Financial Officer or his designee may
provide input to the Compensation Committee on the financial targets for our performance-based compensation
programs and may present data regarding the impact of compensation programs on our financial statements. Our
General Counsel or his designee generally assesses and advises the Compensation Committee regarding the legal
implications or considerations involving our compensation program.

The Compensation Committee alone is charged with approving the compensation of our Chief Executive

Officer, although the Compensation Committee confers with other members of our Board of Directors in
evaluating the Chief Executive Officer's performance and determining the Chief Executive Officer's
compensation. Our Chief Executive Officer is not present for and does not participate in discussions concerning
his own compensation.