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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All of the Compensation Committee members whose names appear on the Compensation Committee Report
above were members of the Compensation Committee during all of fiscal 2012. All members of the
Compensation Committee during fiscal 2012 were independent directors and none of them were our employees
or former employees or had any relationship with us requiring disclosure under rules of the Securities Exchange
Commission requiring disclosure of certain transactions with related persons. There are no Compensation
Committee interlocks between us and other entities in which one of our executive officers served on the
compensation committee (or equivalent body) or the board of directors of another entity whose executive
officer(s) served on our Compensation Committee or Board of Directors.
EXECUTIVE COMPENSATION TABLES AND NARRATIVES
Fiscal Years 2010 -- 2012 Summary Compensation Table
The following table presents information regarding compensation earned for fiscal years 2010, 2011 and
2012 by the individuals who served as our Chief Executive Officer or Chief Financial Officer during fiscal 2012
and our three other most highly compensated executive officers who were serving as executive officers at the end
of fiscal 2012. In this Proxy Statement, we refer to these individuals as our named executive officers. Unless
otherwise noted, the footnote disclosures apply to fiscal 2012 compensation. For an explanation of the amounts
included in the table for fiscal years 2010 or 2011, please see the footnote disclosures in our Proxy Statement for
the corresponding fiscal year.
Name and Principal Position
Fiscal
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(3)(4)
Option
Awards
($)(3)
Non-Equity
Incentive Plan
Compensation
($)(5)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)(6)
Total
($)
John F. Coyne(1) . . . . . . . . . . . . . . . . 2012 1,000,000
--
6,304,158 3,102,450
6,772,500
--
41,770
17,220,878
Chief Executive Officer
2011
978,846
--
-- 1,676,928
4,308,750
--
43,250
7,007,774
2010
807,692
--
-- 2,567,051
3,645,673
--
5,135
7,025,551
Wolfgang U. Nickl . . . . . . . . . . . . . . . 2012
393,846
--
808,416
901,616
1,026,150
--
21,635
3,151,663
Executive Vice President and
Chief Financial Officer
2011
340,746
--
237,597
305,600
559,331
--
19,587
1,462,861
Stephen D. Milligan(1)(2) . . . . . . . . . 2012
249,615
--
3,929,737 1,900,370
614,384
--
14
6,694,120
President
Timothy M. Leyden . . . . . . . . . . . . . . 2012
629,231
--
2,847,924 1,164,090
2,487,150
--
9,838
7,138,233
President, WD Subsidiary
2011
593,269
--
633,628
814,939
1,261,500
--
2,537
3,305,873
2010
507,692
--
1,422,438
589,154
1,122,275
--
9,188
3,650,747
James J. Murphy . . . . . . . . . . . . . . . . 2012
425,000
--
1,172,424 1,281,752
1,604,482
--
6,250
4,489,908
Executive Vice President,
WW Sales and Sales Operations
2011
421,635
--
448,816
577,244
698,891
--
3,273
2,149,859
(1) On September 10, 2012, we announced that Mr. Coyne has decided to retire from the company on January 2,
2013. Mr. Milligan will succeed Mr. Coyne as our President and Chief Executive Officer upon Mr. Coyne's
retirement.
(2) The table above includes all compensation earned by Mr. Milligan from March 8, 2012, the date of our
acquisition of HGST and the commencement of Mr. Milligan's employment with us, through the end of
fiscal 2012. No compensation data is provided for any period prior to March 8, 2012 pursuant to applicable
Securities and Exchange Commission rules.
(3) The amounts shown reflect the aggregate grant date fair value of stock and option awards granted in the
applicable fiscal year computed in accordance with ASC 718 (formerly FAS 123(R)). These amounts were
calculated based on the assumptions described in Note 8 in the Notes to Consolidated Financial Statements
included in our Form 10-K for the applicable fiscal year, but exclude the impact of estimated forfeitures
related to service-based vesting conditions. None of our named executive officers forfeited any stock or
option awards during fiscal 2012.
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