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Exhibit 10.30.6
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WESTERN(R)
WESTERN DIGITAL
DIGITAL
CORPORATION
ID: 95-2657125
P.O. Box 19665
Lake Forest, CA 92630-7741
(949) 672-7000 x 27985/27986
NOTICE OF GRANT OF PERFORMANCE SHARE
AWARDS
AND PERFORMANCE SHARE AWARD AGREEMENT
AWARD NUMBER:
PLAN: 2004 Performance Incentive Plan
ID:
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Congratulations! Effective _________,
20___, you have been granted performance
share awards ("PSAs") of Western Digital
Corporation. These PSAs were granted
under the 2004 Performance Incentive Plan
(the "PLAN").(1)
NUMBER OF PSAs GRANTED: ___________.
FISCAL YEARS COVERED BY GRANT: 2006, 2007
AND 2008 (each, an "Award Fiscal Year"
and together, "Award Fiscal Years").
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Your PSAs are subject to the terms and
conditions of this Notice, the attached
Standard Terms and Conditions for
Performance Share Awards (the "STANDARD
TERMS") and the Plan. By accepting the
award, you are agreeing to the terms and
provisions set forth in those documents.
You should read the Plan, the
Prospectus for the Plan, and the Standard
Terms. The Standard Terms and the Plan
are each incorporated into (made a part of)
this Notice by this reference. You
do not have to accept your award. If you do
not agree to the terms of your
award, you should promptly return this
Notice to the Western Digital Corporation
Stock Plans Administrator.
A copy of the Plan, the Prospectus for the
Plan, and the Standard Terms have
been provided to you. If you need another
copy of these documents, or if you
would like to confirm that you have the
most recent version, please contact the
Law Department.
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(1) The number of PSAs is subject to
adjustment as set forth in the Standard
Terms and in Section 7.1 of the Plan (for
example, and without limitation, in
connection with stock splits).
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WESTERN(R)
DIGITAL
Western Digital Corporation 20511 Lake Forest Drive
Lake Forest, California 92630 Telephone 949 672-7000
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE SHARE AWARDS
2004 Performance Incentive Plan
1. PERFORMANCE SHARE AWARDS SUBJECT TO 2004
PERFORMANCE INCENTIVE PLAN
The Performance Share Awards (the "PSAs")
referred to in the attached Notice of
Grant of Performance Share Awards and
Performance Share Award Agreement (the
"NOTICE") are awarded under Western Digital
Corporation's (the "CORPORATION'S")
2004 Performance Incentive Plan (the
"PLAN"). The PSAs are subject to the terms
and provisions of the Notice, these
Standard Terms and Conditions for
Performance Share Awards (these "STANDARD
TERMS"), and the Plan. To the extent
any information in the Notice, the
Prospectus for the Plan, or other information
provided by the Corporation conflicts with
the Plan and/or these Standard Terms,
then the Plan or these Standard Terms, as
applicable, shall control. To the
extent any terms and provisions in these
Standard Terms conflict with the terms
and provisions of the Plan, the Plan shall
control. The Notice and these
Standard Terms, together, constitute the
"Agreement" with respect to the PSAs
pursuant to Section 5.3 of the Plan. The
holder of the PSAs is referred to
herein as the "PARTICIPANT". Capitalized
terms not defined herein have the
meanings set forth in the Plan.
2. TARGET PSAs; ANNUAL DETERMINATION OF
CREDITED PSAs
(a) Target PSAs.
The number of PSAs set forth on the Notice of Grant of
Performance Share Awards ("TOTAL TARGET
PSAS") is used solely to determine the
number of PSAs which may be credited to the
Participant's account as described
in Section 2(b) below ("CREDITED
PSAs").
(b) Annual
Determination of Credited PSAs. Following the end of each Award
Fiscal Year, the Compensation Committee of
the Board of Directors of the
Corporation (the "COMMITTEE") will
determine the number of Credited PSAs to be
credited to the Participant's account with
respect to the applicable Award
Fiscal Year by multiplying one-third of the
number of Total Target PSAs by a
percentage (the "PSA PERFORMANCE
PERCENTAGE"), the number of PSAs and the PSA
Performance Percentage in each case being
subject to adjustment as set forth in
this Agreement. The PSA Performance
Percentage for each Award Fiscal Year shall
be a percentage between 0% and 300% as
determined by the Committee in accordance
with the performance measures determined by
the Committee. The PSA Performance
Percentage shall be so determined during
the time periods set forth in Section
5.2.2 of the Plan. Notwithstanding the
foregoing, if the PSA Performance
Percentage shall exceed 100% for a given
Award Fiscal Year, and the total
expense to the Corporation (determined
under Generally Accepted Accounting
Principles) of all PSAs that would
otherwise be credited by the Corporation to
participants under the Plan with respect to
such Award Fiscal Year (without
pro-rating such expense over multiple
fiscal years) would exceed, in the
aggregate, a percentage of the
Corporation's net operating income for such Award
Fiscal Year (which percentage shall be
determined by the Committee), then the
Committee may in its discretion reduce the
number of Credited PSAs that would
have otherwise been credited to the
Participant's account with respect to such
Award Fiscal Year. The Participant's award
of Credited PSAs does not create a
right to receive shares of Common Stock
until such Credited PSAs become vested,
as described in Section 3(a) below.
CREDITED PSAs AND PSA PERFORMANCE
PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS
PROVIDED IN THIS AGREEMENT.
3. VESTING AND CONVERSION OF CREDITED
PSAs
(a) Vesting and
Conversion of Credited PSAs. Subject to Sections 4 and 5
below, and provided Participant has
satisfied the requirements of Section 7(b)
below, on or about August 31, as determined
by the Committee, of the final Award
Fiscal Year, Credited PSAs, if any, from
all of the Award Fiscal Years shall
become vested ("VESTED PSAs") and be
converted into an equivalent number of
shares of Common Stock that will be
distributed to Participant or, in the event
of Participant's death, to Participant's
legal representative, as soon as
2
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practicable. Such shares of Common Stock
shall be evidenced by a stock
certificate, appropriate entry on the books
of the Corporation or of a duly
authorized transfer agent of the
Corporation, or other appropriate means as
determined by the Corporation. In the event
ownership or issuance of Common
Stock is not feasible due to applicable
exchange controls, securities
regulations, tax laws or other provisions
of applicable law, as determined by
the Corporation in its sole discretion,
Participant, or in the event of
Participant's death, the Participant's
legal representative, shall receive cash
proceeds in an amount equal to the value of
the Common Stock otherwise
distributable to Participant, as determined
by the Corporation in its sole
discretion, net of amounts withheld in
satisfaction of the requirements of
Section 7(b) below.
(b) Termination
at Conversion of PSAs. Unless terminated earlier under
Section 4 below, a Participant's rights
under this Agreement with respect to the
PSAs awarded under this Agreement shall
terminate at the time any Credited PSAs
are converted into shares of Common Stock
or at such time that no PSAs are
eligible to become Credited PSAs or Vested
PSAs, as determined by the Committee.
(c) Compliance
with Corporation Policies. By accepting the award of PSAs
evidenced by this Agreement, Participant
agrees not to sell any of the Common
Stock received upon conversion of Vested
PSAs at a time when applicable laws or
Corporation policies prohibit a sale. This
restriction shall apply so long as
Participant is an Employee, Consultant or
outside director of the Corporation or
a Subsidiary of the Corporation (and during
any applicable post-service period
as required under applicable laws or
Corporation policies).
4. TERMINATION OF EMPLOYMENT
(a) Termination
of Employment. Subject to earlier vesting as provided in
Section 7.2 or 7.3 of the Plan and subject
to adjustment as provided in Section
5 hereof, if the Participant ceases to be
employed by or to provide services to
the Corporation and its Subsidiaries
(regardless of the reason for such
termination, whether with or without cause,
voluntarily or involuntarily, or due
to disability), the Participant's PSAs
(including Credited PSAs) shall terminate
to the extent such PSAs have not become
Vested PSAs upon the date the
Participant's employment or services
terminate; provided, however, that in the
event of the Participant's death at a time
when the Participant is employed by
or providing services to the Corporation or
any of its Subsidiaries, the
Credited PSAs and a pro-rata portion (based
on the portion of the then-current
Award Fiscal Year served by the
Participant) of the one-third of the Total
Target PSAs that are subject to be
evaluated as of the end of the then-current
Award Fiscal Year shall be subject to
evaluation to become Credited PSAs (in
accordance with Sections 2 and 5), and any
remaining PSAs shall terminate as
of such date of death. Such Credited PSAs
with respect to a Participant who
ceases to be employed or to provide
services due to death shall become Vested
Shares in accordance with Sections 3(a) and
5, notwithstanding Participant's
death. In consideration of the award of the
PSAs, Participant agrees that
terminated PSAs under this Agreement shall
be deemed to have a value of zero
dollars ($0.00). The Administrator shall be
the sole judge, for purposes of the
PSA, as to whether the Participant
continues to render services the Corporation
or its Subsidiaries and the date, if any,
upon which such service
