Exhibit 10.9
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 the current executive officers of Western Digital Corporation (the
"Company") who will be named in the Summary Compensation Table in the Company's
Proxy Statement that will be filed with the Securities and Exchange Commission
in connection with the Company's 2006 Annual Meeting of Shareholders (the "Named
Executive Officers").
Current Base
Named Executive Officer Salary
- ----------------------- ------------
Matthew E. Massengill* $800,000
Chairman of the Board
Arif Shakeel* $800,000
Chief Executive Officer
John F. Coyne** $650,000
President, Chief Operating Officer
Stephen D. Milligan $450,000
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 October 31, 2006, the Company entered into an amendment to
the employment agreement with Mr. Shakeel, 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 2, 2006, which is incorporated herein by
reference.
** The following applies with respect to Mr. Coyne's compensation by the
Company:
- On September 21, 2004, the Company entered into a Long-Term Retention
Agreement - Cash with Mr. Coyne, which was filed as an exhibit to the
Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission for the fiscal year ending June 30, 2006, which is
incorporated herein by reference.
- On May 14, 2006, the Compensation Committee of the Board of Directors
(the "Board") granted to Mr. Coyne a performance cash award as
disclosed in Item 1.01 of the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 16, 2006,
which is incorporated herein by reference. Payout of the cash award is
dependent upon the Company's achievement of financial goals
established by the Compensation Committee of the Board on September
14, 2006, as disclosed in Item 1.01 of the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
September 20, 2006, which is incorporated herein by reference.
- On October 31, 2006, the Company entered into an employment agreement
with Mr. Coyne, 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 2, 2006, which is incorporated herein by reference.
- Also on October 31, 2006, the Compensation Committee of the Board
granted to Mr. Coyne two performance cash 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 2, 2006, which is
incorporated herein by reference. Payout of these two cash awards is
dependent upon the Company's achievement of financial goals
established by the Compensation Committee of the Board on November 8,
2006, 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
14, 2006, which is incorporated herein by reference.
*** The following applies with respect to Dr. Moghadam's compensation by the
Company:
- On September 21, 2004, the Company entered into a Long-Term Retention
Agreement - Cash, with Dr. Moghadam, which was filed as an exhibit to
the Company's annual report on Form 10-K, filed with the Securities
and Exchange Commission on September 14, 2005, which is incorporated
herein by reference.
- On February 15, 2006, the Compensation Committee of the Board granted
to Dr. Moghadam a long-term cash award that is payable dependent upon
the Company's achievement of pre-determined financial goals
established by the Compensation Committee of the Board on February 15,
2006, as disclosed in Item 1.01 of the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on February
22, 2006, which is incorporated herein by reference.
The Named Executive Officers are eligible to receive cash bonus awards
for the first half of fiscal year 2007 as disclosed in Item 1.01 of
the Company's Current Report on Form 8-K, filed with the Securities
and Exchange Commission on June 23, 2006, which is incorporated herein
by reference. In addition, on November 9, 2006, the Compensation
Committee of the Board established the performance goals for the cash
bonus awards that the Named Executive Officers are eligible to receive
for the second half of fiscal year 2007, 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 14, 2006, which is incorporated
herein by reference.
The Named Executive Officers 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 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 $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.
The chairman of the audit committee of the Board receives an annual retainer of
$10,000 and the chairman of each of the Governance Committee and the
Compensation Committee receives an annual retainer of $5,000. All audit
committee members, including the chairman, receive an annual retainer of $5,000.
Non-employee directors are reimbursed for reasonable out-of-pocket expenses
incurred in attending Board and committee meetings, but directors do not receive
separate payments for attendance at Board and committee meetings.
Messrs. Massengill, Shakeel and Coyne, 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.