eligible to receive severance benefits if the executive is terminated by us without "cause" as well as if the executive
voluntarily terminates his employment for "good reason" within one year after a "change in control" or prior to and
in connection with, or in anticipation of, a change of control transaction. In the context of a change of control, we
believe that severance is appropriate if an executive voluntarily terminates employment with us for a "good reason"
because in these circumstances we believe that a voluntary termination for good reason is essentially equivalent to
an involuntary termination by us without cause. Good reason generally includes certain materially adverse changes
in responsibilities, compensation, benefits or location of work place. In such circumstances, we provide severance
benefits to our named executive officers under our Change of Control Severance Plan generally consisting of an
amount equal to two times the executive's annual base salary and target bonus, accelerated vesting of certain equity
awards and certain continued health and welfare benefits.
executives at our peer group companies and are an important component of each executive's overall
compensation as they help us to attract and retain our key executives who could have other job alternatives that
may appear to them to be more attractive absent these protections. Our severance arrangements do not include
tax gross-up provisions.
a change in control event as defined in our 2004 Performance Incentive Plan. In addition, the standard terms and
conditions of long-term performance cash awards granted to our executive officers prior to September 2011
provide that the long-term performance cash award will become immediately payable at its target level in the
event of a change in control event. However, we generally do not believe that severance benefits should be paid
unless there is an actual or, in the context of a change of control, constructive termination of an executive's
employment without cause. As such, in September 2011, the Compensation Committee approved new forms of
award agreement under the 2004 Performance Incentive Plan applicable to executive officers that provide, in
general and in relevant part, for accelerated vesting of the awards only if there is both (1) a change in control
event, and (2) the awards are to be terminated in connection with the change in control event or, within one year
after the change in control event, the officer's employment is terminated by the company without cause or by the
officer for good reason. We believe these provisions are appropriate so that, in these circumstances, executives
will remain focused on the best interests of Western Digital and its stockholders despite that the fact that, in
change in control circumstances, equity awards could be terminated and the future terms of executives'
employment are often uncertain.
connection with their termination of employment or a change in control.
flexibility to review and adjust compensation to our executive officers on at least an annual basis. In certain
circumstances, however, we have entered into employment agreements with our executive officers where we
determined that the retention of the executive during the term of the agreement was critical to our future success.
In these cases, we may agree to fix some or all of the executive's compensation for the term of the agreement.