Western Digital Corporation 2012 Notice and Proxy Statement Page 74

An Offering Period may consist of one or more periods referred to as "Exercise Periods." The last day of

each Exercise Period is referred to as an "Exercise Date." Each option granted under the ESPP for an Offering
Period is automatically exercised on each Exercise Date that occurs within that Offering Period. The number of
shares acquired by a participant upon exercise of his or her option is determined by dividing the participant's
account balance under the ESPP as of the Exercise Date by the Exercise Price for that Offering Period. The
company establishes the methodology for setting the Exercise Price in an Offering Period in advance of that
Offering Period, except that in no event may the Exercise Price be lower than the lesser of (i) 85% of the fair
market value of a share of the company's common stock on the applicable Enrollment Date, or (ii) 85% of the
fair market value of a share of the company's common stock on the applicable Exercise Date. A participant's
account is reduced upon exercise of his or her option by the amount used to pay the Exercise Price of the shares
acquired by the participant. No interest is paid to any participant or credited to any account under the ESPP.

Eligibility.

Only certain employees are eligible to participate in the ESPP. To be eligible to participate in

an Offering Period, on the Enrollment Date of that period an individual must:

be employed by the company or one of its subsidiaries that has been designated as a participating

subsidiary; and

be customarily employed for more than 20 hours per week and more than 5 months in a calendar year.

As of September 17, 2012, approximately 90,000 employees of the company and its subsidiaries, including

all of the named executive officers, were eligible to participate in the ESPP.

Limits on Authorized Shares; Limits on Contributions.

Currently, a maximum of 13,000,000 shares of the

company's common stock are available for delivery under the plan. If stockholders approve this proposal, the
number of shares available for issuance under the ESPP will be increased by an additional 8,000,000 shares.

Participation in the ESPP is also subject to the following limits:

A participant cannot contribute more than 10% of his or her compensation to the purchase of stock under

the ESPP in any one payroll period.

A participant cannot purchase more than $25,000 of stock (valued at the start of the applicable Offering

Period and without giving effect to any discount reflected in the purchase price for the stock) under the
ESPP for each calendar year in which such option is outstanding.

A participant will not be granted an option under the ESPP if it would cause the participant to own stock

and/or hold outstanding options to purchase stock representing 5% or more of the total combined voting
power or value of all classes of stock of the company or one of its subsidiaries or to the extent it would
exceed certain other limits under the U.S. Internal Revenue Code (the "Code").

The company has the flexibility to change the 10%-contribution referred to above and the maximum limit

on the number of shares that may be acquired by any individual during an Exercise Period under the ESPP from
time to time without stockholder approval. However, the company cannot increase the aggregate share limit
under the ESPP without stockholder approval, other than to reflect stock splits and similar adjustments as
described below. The $25,000 and the 5% ownership limitations referred to above are required under the Code.

Antidilution; Adjustments.

As is customary in stock incentive plans of this nature, the number and kind of

shares available under the ESPP, as well as purchase prices and share limits under the ESPP, are subject to
adjustment in the case of certain corporate events. These events include reorganizations, mergers, combinations,
consolidations, recapitalizations, reclassifications, stock splits, stock dividends, asset sales or other similar
unusual or extraordinary corporate events, or extraordinary dividends or distributions of property to the
company's stockholders.

Termination of Participation.

A participant's election to participate in the ESPP will generally continue in

effect for all Offering Periods until the participant files a new election that takes effect or the participant ceases to
participate in the ESPP. A participant's participation in the ESPP generally will terminate if, prior to the
applicable Exercise Date, the participant ceases to be employed by the company or one of its participating
subsidiaries or the participant is no longer scheduled to work more than 20 hours per week or more than
5 months in a calendar year.