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EXHIBIT 10.32.1
THIRD AMENDMENT TO THE
WESTERN DIGITAL CORPORATION
SAVINGS AND PROFIT SHARING PLAN
This Third Amendment (the "Amendment") to the Western Digital
Corporation Savings and Profit Sharing Plan (the "Plan") made this 9th day of
January 1997 by Western Digital Corporation (the "Company"), the sponsoring
employer of the Plan.
WHEREAS, the terms of the Plan are set forth in an amended and
restated Plan document, dated June 23, 1995, as thereafter amended by the First
amendment dated June 30, 1995, and by the Second amendment dated March 27,
1996; and
WHEREAS, the Company has reserved the right to amend the Plan by
action of its Board of Directors; and
WHEREAS, the Company desires to amend the Plan in certain respects.
NOW, THEREFORE, the Plan is amended as follows:
1. Section 2.9 is amended to read in its entirety as follows:
2.9 Compensation. "Compensation" for purposes of this
Plan shall be determined in accordance with the provisions of this
Section 2.9.
2.9.1. For purposes of Section 4.2 relating to a
Participant's Pre-Tax Contribution amounts and Sections 5.3
and 5.4 and relating to certain limitations on Matching
Contributions, "Compensation" shall mean the full salary and
wages paid by the Employer to an Employee, including
commissions, bonuses (to the extent not excluded under 2.9.3
below), tips, overtime pay, severance pay, and amounts of
Pre-Tax Contributions elected pursuant to Section 3.2 of this
Plan and/or a benefit plan sponsored by an Employer and
qualified under Code Section 125.
2.9.2. For purposes of Section 5.5 relating to the
allocation of any Profit Sharing Contributions, "Compensation"
shall mean Compensation as defined in 2.9.1 above, except that
any non-draw commissions or bonuses payable by the Employer to
an Employee shall be excluded.
2.9.3. "Compensation" as defined in 2.9.1 or 2.9.2
shall exclude the following:
2.9.3.1. any amounts contributed by the
Employer, other than Pre-Tax Contributions, pursuant
to Section 4.1, to any pension plan or plan of
deferred compensation (including this Plan),
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2.9.3.2. any automobile and relocation
allowances (or reimbursement for any such expenses),
2.9.3.3. any amounts paid as a starting
bonus or finder's fee,
2.9.3.4. amounts realized from the exercise
of non-qualified stock options,
2.9.3.5. any amounts paid by the Employer
(other than Pre-Tax Contributions described above)
for other fringe benefits, such as health and
welfare, hospitalization, and group life insurance
benefits, or perquisites, or paid in lieu of such
benefits, such as cash-out of credits generated under
a plan qualified under Code Section 125; provided,
however, that payments to an Eligible Employee from a
non-qualified plan of deferred compensation shall not
be excluded to the extent that (i) such payments
consist of amounts voluntarily deferred upon written
election of the Eligible Employee in accordance with
the terms of such plan (exclusive of earnings thereon
and exclusive of any other additions by the
Employer), (ii) such payments consist of amounts
that, but for such deferral in accordance with the
terms of such plan, would have constituted
"Compensation" as defined in this Section 2.9 in the
year that such amounts would have been paid
(determined without application of any limit
prescribed under Section 401(a)(17) of the Code),
(iii) such payments were not previously considered as
"Compensation" for purposes of this Section 2.9, and
(iv) such payments are (subject to deferral under
this Plan) includable in the gross income of the
Eligible Employee for federal income tax purposes in
the year of payment.
2.9.4. Except as provided in Exhibit A, Compensation
shall include only the amounts determined in accordance with
2.9.1, 2.9.2 and 2.9.3 above that are paid to an individual
while he is an Active Participant.
2.9.5. Solely for purposes of Article 15 (relating
to certain limitations on annual additions to or benefits from
qualified plans) and Article 19 (relating to top-heavy plans),
the term "Compensation" shall mean wages within the meaning of
Section 3401(a) of the Code and any other payments of
compensation to the Employee by the Employer (in the course of
the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under
Sections 6041(d) and 6051(a)(3) of the Code; provided,
however, that such "Compensation" shall not include any
amounts paid or reimbursed by the Employer for moving expenses
incurred by the Employee, but only to the extent that at the
time of payment it is reasonable to believe that these amounts
are deductible by the Employee under Section 217 of the Code.
For Limitation Years beginning after December 31, 1991, for
purposes of applying the limitations of Article 15,
Compensation for a Limitation Year, as defined in Subsection
15.1.2,
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is the Compensation actually paid or includable in gross
income during such Limitation Year.
2.9.6. Except to the extent otherwise permitted by
law, "Compensation" for any Plan Year that begins on or after
July 1, 1989 shall not exceed the annual compensation limit in
effect under Section 401(a)(17) of the Code on the January 1
coinciding with or immediately preceding the first day of such
Plan Year, as provided in this Subsection.
2.9.6.1. For any Plan Year that begins on or
after January 1, 1994 such limit shall be $150,000,
as that amount is adjusted in accordance with Section
401(a)(17)(B) of the Code.
2.9.6.2. For any Plan Year that begins on or
after July 1, 1989 and before January 1, 1994, such
limit shall be $200,000, as that amount is adjusted
at the same time and in the same manner as under
Section 415(d) of the Code.
2.9.6.3. In no event shall this Plan be
deemed to violate the annual limitation on
Compensation under this Subsection solely because
such limitation is applied separately to Compensation
taken into account for a Plan Year for purposes of
Section 4.2.1, 4.2.2, 4.4 and 5.9.
2.9.6.4. If Compensation for a period of
less than twelve (12) months is taken into account
for any Plan Year, then, to the extent required by
regulations under Section 401(a)(17) of the Code, the
otherwise applicable annual Compensation limit
provided under this Subsection 2.9.6 is reduced in
the same proportion as the reduction in the
twelve-month period. However, no proration shall be
required solely because Compensation taken into
account for a Plan Year includes only Compensation
paid for periods during which the Employee is an
Active Participant (including a portion of a
Compensation year corresponding to a period of Active
Participation).
2.9.6.5. For purposes of the annual
Compensation limit provided under this Subsection,
the family aggregation rules of Section 414(q)(6) of
the Code shall apply to an Employee who is a five
percent (5%) owner or one of the top-ten highest paid
Employees, except in applying such rules, the term
"family member" shall include only the Spouse and any
of the Employee's lineal descendants who have not
attained age 19 before the close of the year. If, as
a result of the application of such rules the limit
is exceeded, then, the limit shall be prorated among
the affected individuals in proportion to each such
individual's Compensation as determined under this
Subsection prior to the application of this limit.
This amendment shall be effective as of January 1, 1997.
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2. The name of the Plan shall be changed to Western Digital
Corporation Retirement Savings and Profit Sharing Plan.
This amendment shall be effective as of January 1, 1997.
3. Except as expressly provided herein above, the provisions of
the Plan shall continue in full force and effect as set forth herein.
IN WITNESS WHEREOF, the Company has caused this Third Amendment to the
Plan to be executed by its duly authorized officer on this 9th day of January
1997.
WESTERN DIGITAL CORPORATION
By: /s/ Michael A. Cornelius
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Name: Michael A. Cornelius
Title: Vice President