Governance Equity Award Guidelines

The Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) recognizes that the granting of equity awards presents specific accounting, tax and legal issues and has therefore adopted these guidelines which shall be followed in connection with all grants of equity awards by the Company:

  • All equity awards will be granted by the Compensation Committee of the Board.
  • The Equity Awards Committee of the Board has been eliminated and the authority to grant equity awards to the Company’s non-Section 16 officers cannot be delegated to members of management.
  • All equity awards will be made by the Compensation Committee at telephonic or in-person meetings.
  • The Compensation Committee may not make any equity awards by Unanimous Written Consent.
  • Compensation Committee meetings will be pre-scheduled in advance to take place outside of Company-established blackout periods.
  • All equity grants must be fully documented and the documentation must be provided in advance to the Compensation Committee prior to committee approval.
  • Each stock option award granted to an individual shall clearly define the exercise price and the grant date of such option.
  • The exercise price of a Company stock option shall be the closing price of the Company’s stock on the New York Stock Exchange (or other relevant exchange) on the date of the option grant, unless applicable law requires the selection of a different exercise price.
  • The grant date of a stock option shall be the date on which the Compensation Committee votes to approve the granting of such stock option. Notice of the Compensation Committee’s grant of the stock option shall be provided to the person awarded the stock option as soon as practical, advising the grantee of the material terms of the grant.
  • No changes may be made to any awards made by the Compensation Committee.
  • The Company’s external financial statement auditors will periodically debrief the Compensation Committee regarding any changes to stock grant accounting policies and regulatory guidance.
  • The Company will implement and document routine internal audit and control procedures to ensure the Company’s compliance with generally accepted accounting principles (GAAP), and all applicable policies and procedures in the grant-making process.
  • The Company’s Finance Department will be involved in determining and verifying, and the Audit Committee will review, the financial statement impacts of equity awards.
  • The Compensation Committee will reevaluate these guidelines on an annual basis, or as additional guidance is provided by the SEC or other regulators.
  • All members of the Board will take equity awards training, as will all individuals involved in the grant-making process. The course of instruction will be reviewed and implemented with oversight by the Company’s legal counsel.

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As amended and restated by Board of Directors on August 6, 2008