SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 8/27/19 Western Digital Corp 10-K 6/28/19 130:23M |
Document/Exhibit Description Pages Size 1: 10-K Form 10-K Fy19 HTML 2.99M 2: EX-4.1 Ex 4.1 - Description of Wdc Capital Stock HTML 52K 3: EX-10.11 Ex 10.11 - Mark Long Severance Agreement HTML 100K 4: EX-10.21 Ex 10.21 - K1 Agreement HTML 267K 5: EX-21 Ex 21 - Subsidiaries of the Registrant HTML 66K 6: EX-23 Ex 23 - Consent of Independent Registered Public HTML 39K Accounting Firm 7: EX-31.1 Ex 31.1 - CEO Certification to Section 302 HTML 42K 8: EX-31.2 Ex 31.2 - CFO Certification to Section 302 HTML 42K 9: EX-32.1 Ex 32.1 - CEO Certification to Section 906 HTML 39K 10: EX-32.2 Ex 32.2 - CFO Certification to Section 906 HTML 39K 17: R1 Cover Page HTML 97K 18: R2 Consolidated Balance Sheets HTML 129K 19: R3 Consolidated Balance Sheets (Parenthetical) HTML 59K 20: R4 Consolidated Statements of Operations HTML 113K 21: R5 Consolidated Statements of Comprehensive Income HTML 71K 22: R6 Consolidated Statements of Cash Flows HTML 173K 23: R7 Consolidated Statements of Shareholders' Equity HTML 102K 24: R8 Organization and Basis of Presentation (Notes) HTML 120K 25: R9 Recently Accounting Pronouncements HTML 57K 26: R10 Supplemental Financial Statement Data HTML 136K 27: R11 Fair Value Measurements and Investments HTML 185K 28: R12 Derivatives Instruments and Hedging Activities HTML 46K 29: R13 Debt HTML 95K 30: R14 Goodwill and Other Intangible Assets HTML 113K 31: R15 Pensions and Other Post-retirement Benefit Plans HTML 151K 32: R16 Commitments, Contingencies and Related Parties HTML 137K 33: R17 Business Segment, Revenue Information, Geographic HTML 107K Information and Concentration of Risk 34: R18 Western Digital Corporation 401(k) Plan HTML 43K 35: R19 Shareholders' Equity HTML 182K 36: R20 Income Tax Expense HTML 215K 37: R21 Net Income (Loss) Per Common Share HTML 60K 38: R22 Employee Termination, Asset Impairment and Other HTML 96K Charges 39: R23 Legal Proceedings HTML 51K 40: R24 Separate Financial Information of Guarantor HTML 901K Subsidiaries 41: R25 Quarterly Results of Operations (Unaudited) HTML 88K 42: R26 Organization and Basis of Presentation (Policies) HTML 202K 43: R27 Supplemental Financial Statement Data (Tables) HTML 142K 44: R28 Fair Value Measurements and Investments (Tables) HTML 179K 45: R29 Debt (Tables) HTML 79K 46: R30 Goodwill and Other Intangible Assets (Tables) HTML 118K 47: R31 Pensions and Other Post-retirement Benefit Plans HTML 147K (Tables) 48: R32 Commitments, Contingencies and Related Parties HTML 132K (Tables) 49: R33 Business Segment, Revenue Information, Geographic HTML 101K Information and Concentration of Risk (Tables) 50: R34 Shareholders' Equity (Tables) HTML 173K 51: R35 Income Tax Expense (Tables) HTML 184K 52: R36 Net Income (Loss) Per Common Share (Tables) HTML 59K 53: R37 Employee Termination, Asset Impairment and Other HTML 93K Charges (Tables) 54: R38 Separate Financial Information of Guarantor HTML 943K Subsidiaries (Tables) 55: R39 Quarterly Results of Operations (Unaudited) HTML 88K (Tables) 56: R40 Organization and Basis of Presentation - HTML 77K Additional Information (Details) 57: R41 Organization and Basis of Presentation - Remaining HTML 55K Performance Obligation (Details) 58: R42 Recently Accounting Pronouncements - Additional HTML 43K Information (Details) 59: R43 Supplemental Financial Statement Data - Additional HTML 47K Information (Details) 60: R44 Supplemental Financial Statement Data - Inventory HTML 49K (Details) 61: R45 Supplemental Financial Statement Data - Property, HTML 59K Plant and Equipment (Details) 62: R46 Supplemental Financial Statement Data - Warranty HTML 47K Accrual Roll Forward (Details) 63: R47 Supplemental Financial Statement Data - Total HTML 44K Warranty Accrual (Details) 64: R48 Supplemental Financial Statement Data - Other HTML 47K Liabilities (Details) 65: R49 Supplemental Financial Statement Data - HTML 69K Accumulated Other Comprehensive Income Roll Forward (Details) 66: R50 Fair Value Measurements and Investments - Cash and HTML 53K Marketable Securities (Details) 67: R51 Fair Value Measurements and Investments - HTML 136K Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) 68: R52 Fair Value Measurements and Investments - Debt HTML 65K Instrument Fair Value (Details) 69: R53 Fair Value Measurements and Investments - HTML 45K Additional Information (Details) 70: R54 Derivatives Instruments and Hedging Activities - HTML 39K Additional Information (Details) 71: R55 Debt - Schedule of Debt (Details) HTML 71K 72: R56 Debt - Additional Information (Details) HTML 137K 73: R57 Debt - Debt Maturities (Details) HTML 66K 74: R58 Goodwill and Other Intangible Assets - Goodwill HTML 45K (Details) 75: R59 Goodwill and Other Intangible Assets - Intangible HTML 72K Assets (Details) 76: R60 Goodwill and Other Intangible Assets - Additional HTML 46K Information (Details) 77: R61 Goodwill and Other Intangible Assets - Intangible HTML 40K Asset Amortization (Details) 78: R62 Goodwill and Other Intangible Assets - Intangible HTML 52K Asset Future Amortization (Details) 79: R63 Pensions and Other Post-retirement Benefit Plans - HTML 83K Obligations and Funded Status (Details) 80: R64 Pensions and Other Post-retirement Benefit Plans - HTML 51K Unfunded Amounts Recognized on Consolidated Balance Sheets (Details) 81: R65 Pensions and Other Post-retirement Benefit Plans - HTML 60K Additional Information (Details) 82: R66 Pensions and Other Post-retirement Benefit Plans - HTML 43K Weighted-Average Actuarial Assumptions used to Determine Benefit Obligations (Details) 83: R67 Pensions and Other Post-retirement Benefit Plans - HTML 46K Weighted-Average Actuarial Assumptions used to Determine Benefit Costs (Details) 84: R68 Pensions and Other Post-retirement Benefit Plans - HTML 65K Defined Benefit Pension Plans' Major Asset Categories and Their Associated Fair Values (Details) 85: R69 Commitments, Contingencies and Related Parties - HTML 106K Additional Information (Details) 86: R70 Commitments, Contingencies and Related Parties - HTML 54K Equity Investments (Details) 87: R71 Commitments, Contingencies and Related Parties - HTML 53K Maximum Loss Exposure (Details) 88: R72 Commitments, Contingencies and Related Parties - HTML 42K JV Lease Guarantees (Details) 89: R73 Commitments, Contingencies and Related Parties - HTML 59K Joint Venture Lease Amounts (Details) 90: R74 Commitments, Contingencies and Related Parties - HTML 57K Future Minimum Lease Payments under Operating Leases (Details) 91: R75 Commitments, Contingencies and Related Parties - HTML 39K Rent Expense (Details) 92: R76 Commitments, Contingencies and Related Parties - HTML 49K Purchase Agreements (Details) 93: R77 Business Segment, Revenue Information, Geographic HTML 58K Information and Concentration of Risk - Revenue by End Market and Form Factor (Details) 94: R78 Business Segment, Revenue Information, Geographic HTML 61K Information and Concentration of Risk - Revenue by Geography (Details) 95: R79 Business Segment, Revenue Information, Geographic HTML 52K Information and Concentration of Risk - Long-lived Assets by Geography (Details) 96: R80 Business Segment, Revenue Information, Geographic HTML 60K Information and Concentration of Risk - Additional Information (Details) 97: R81 Western Digital Corporation 401(k) Plan - HTML 53K Additional Information (Details) 98: R82 Shareholders' Equity - 2017 Performance Incentive HTML 65K Plan and ESPP (Details) 99: R83 Shareholders' Equity - Stock-Based Compensation HTML 61K Expense (Details) 100: R84 Shareholders' Equity - Unrecognized Share-based HTML 49K Compensation (Details) 101: R85 Shareholders' Equity - Stock Option Activity HTML 83K (Details) 102: R86 Shareholders' Equity - Restricted Stock Units And HTML 65K Performance Share Units (Details) 103: R87 Shareholders' Equity - Share Repurchase Program HTML 55K (Details) 104: R88 Shareholders' Equity - Dividends (Details) HTML 46K 105: R89 Shareholders' Equity - Fair Value Assumptions Used HTML 65K For Stock Options Granted (Details) 106: R90 Shareholders' Equity - Fair Values Assumptions HTML 63K User For Employee Stock Purchase Plan Granted (Details) 107: R91 Shareholders' Equity - Stock Reserved for Issuance HTML 44K (Details) 108: R92 Income Tax Expense - Domestic and Foreign HTML 45K Components of Income Before Income Taxes (Details) 109: R93 Income Tax Expense - Components of Provision for HTML 68K Income Taxes (Details) 110: R94 Income Tax Expense - Additional Information HTML 149K (Details) 111: R95 Income Tax Expense - Deferred Tax Assets and HTML 78K Liabilities (Details) 112: R96 Income Tax Expense - Reconciliation of the U.S. HTML 89K Federal statutory rate (Details) 113: R97 Income Tax Expense - NOL Carryforward (Details) HTML 59K 114: R98 Income Tax Expense - Unrecognized Tax Benefits HTML 55K (Details) 115: R99 Net Income (Loss) Per Common Share - Additional HTML 71K Information (Details) 116: R100 Employee Termination, Asset Impairment and Other HTML 57K Charges - Expense Recognition (Details) 117: R101 Employee Termination, Asset Impairment and Other HTML 46K Charges - Additional Information (Details) 118: R102 Employee Termination, Asset Impairment and Other HTML 54K Charges - Closure of Foreign Manufacturing Facilities (Details) 119: R103 Employee Termination, Asset Impairment and Other HTML 53K Charges - Business Realignment Activities (Details) 120: R104 Legal Proceedings - Additional Information HTML 50K (Details) 121: R105 Separate Financial Information of Guarantor HTML 201K Subsidiaries - Balance Sheet (Details) 122: R106 Separate Financial Information of Guarantor HTML 151K Subsidiaries - Statement of Operations (Details) 123: R107 Separate Financial Information of Guarantor HTML 102K Subsidiaries - Statement of Comprehensive Income (Loss) (Details) 124: R108 Separate Financial Information of Guarantor HTML 202K Subsidiaries - Statement of Cash Flows (Details) 125: R109 Quarterly Results of Operations (unaudited) HTML 64K Summary of Quarterly Results (Details) 126: R9999 Uncategorized Items - wdc-2019q410xkdoc.htm HTML 74K 128: XML IDEA XML File -- Filing Summary XML 243K 16: XML XBRL Instance -- wdc-2019q410xkdoc_htm XML 6.99M 127: EXCEL IDEA Workbook of Financial Reports XLSX 176K 12: EX-101.CAL XBRL Calculations -- wdc-20190628_cal XML 411K 13: EX-101.DEF XBRL Definitions -- wdc-20190628_def XML 1.25M 14: EX-101.LAB XBRL Labels -- wdc-20190628_lab XML 2.88M 15: EX-101.PRE XBRL Presentations -- wdc-20190628_pre XML 1.88M 11: EX-101.SCH XBRL Schema -- wdc-20190628 XSD 284K 129: JSON XBRL Instance as JSON Data -- MetaLinks 609± 952K 130: ZIP XBRL Zipped Folder -- 0000106040-19-000058-xbrl Zip 693K
Exhibit |
A. | Severance Benefit. Executive will receive a cash lump sum payment of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), less standard withholdings and authorized deductions, which payment shall be made on or within thirty (30) days following the Separation Date (“Severance Payment”). |
B. | COBRA
Payment. Executive shall receive a cash lump sum payment of Twenty Three Thousand, Four Hundred Fifty Four Dollars ($23,454), which represents a payment equal to the equivalent of eighteen (18) months’ payment for health care continuation costs under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) (“COBRA Payment”) (presently estimated at $1,303 per month), less required tax withholdings and authorized deductions. Such payment shall be made on or within thirty (30) days following the Separation Date. Executive understands that Executive remains responsible for working with Western Digital’s outside benefits administrator to elect COBRA benefits and must timely elect coverage in order to be eligible for COBRA benefits, should Executive elect COBRA. A COBRA election form and enrollment package will be mailed to Executive’s home address approximately two weeks after the end of the month in which Executive’s Separation
Date |
C. | STI Bonus. Executive acknowledges and agrees that, except as set forth in this Section 2(a).C., he has been paid all bonuses he is owed by Western Digital through the Separation Date. For the STI bonus for the Fiscal 2019 bonus cycle, Executive shall receive a payment in the amount of Seven Hundred Eleven
Thousand, Five Hundred Sixty Three Dollars ($711,563), less standard withholding and authorized deductions, which represents a payment equal to Executive’s prorated bonus opportunity (through the Separation Date) under the STI for the Fiscal Year 2019 bonus cycle, assuming 100% of the performance targets are met regardless of the actual funding by Western Digital. Such payment shall be made on or within thirty (30) days following the Separation Date. Except as set forth in this Section 2(a).C., Executive will not be entitled to additional payments under the STI. |
D. | Stock Options. Executive’s stock options granted by Western Digital that were outstanding on the Separation Date
shall vest and become exercisable as of the Separation Date as to any such stock options that would have vested after the Separation Date if Executive had remained employed with Western Digital through December 15, 2019. Any such stock option that remained unvested as of the Separation Date after giving effect to the acceleration contemplated by the preceding sentence terminated as of the Separation Date and Executive shall have no further right with respect thereto or in respect thereof. Notwithstanding anything to the contrary herein, the exercisability of Executive’s outstanding vested and exercisable stock options (including any stock options that accelerated pursuant to the first sentence of this paragraph) as of the Separation Date shall continue to be governed by the stock incentive plans and stock option agreements applicable to such options. To the extent that any stock option is vested and exercisable by
the Executive on the Executive’s Separation Date, it may be exercised by the Executive at any time within three months following the Executive’s Separation Date (subject to earlier termination at the end of the option term or in connection with a change in control of Western Digital as provided in the applicable option documentation). Any stock option, to the extent it is exercisable for the three-month period following the Executive’s Separation Date and not exercised during such period, shall terminate at the close of business on the last day of the three-month period and Executive shall have no further right with respect thereto or in respect thereof. |
E. | Stock Units. Executive’s Western Digital stock units granted prior
to August 30, 2018 that were subject to only time-based (as opposed to performance-based) vesting requirements and were outstanding and unvested on the Separation Date shall vest and become payable as of the Separation Date as to any such stock units that would have vested after the Separation Date if Executive had remained employed with Western Digital through December 15, 2019. Executive’s Western Digital stock units granted on August 30, 2018 that were subject to only time-based vesting requirements and were outstanding and unvested on the Separation Date will vest and become payable on January 1, 2020 as to any such units that would have vested after the Separation Date if Executive had remained employed with Western Digital through December
15, 2019. All outstanding stock units held by the Executive shall continue to accrue dividends until such stock units are paid and settled. Stock unit payments will be subject to applicable tax withholding in accordance with the applicable award terms and conditions. Any stock unit that remained unvested as of the Separation Date (and is not to vest on January 1, 2020) after giving effect to the acceleration contemplated by the preceding provisions of |
F. | Performance
Stock Units. Executive’s Western Digital performance stock units (“PSUs”) granted on September 17, 2015 that were outstanding and unvested as of the Separation Date shall vest and become payable with respect to the number of stock units previously credited with respect to the award by the Compensation Committee of the Board of Directors of Western Digital in the ordinary course (as well as any accrued dividend equivalents thereon, to the extent applicable), in accordance with each applicable Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – Executives and Standard Terms and Conditions for Performance Stock Unit Awards – Executives. In addition, Executive’s PSUs granted on August 2, 2017 that were outstanding and unvested as of the Separation Date shall vest and become payable at the target number of stock
units subject to the award (as well as any accrued dividend equivalents thereon, to the extent applicable) in accordance with the applicable Notice of Grant of Stock Units and Performance Stock Unit Award Agreement – Executives and Standard Terms and Conditions for Performance Stock Unit Awards – Executives. In addition, Executive’s PSUs granted on August 30, 2018 that were outstanding and unvested on the Separation Date shall be prorated and will become vested and payable on August 30, 2021 (the scheduled vesting date) with respect to the number of stock units credited by the Compensation Committee of the Board of Directors of Western Digital in the ordinary course (as well as any accrued dividend equivalents thereon, to the extent applicable), and prorated as referenced above, in accordance with the Notice of Grant of Performance Stock Units and Performance Stock Unit
Award Agreement (for each Financial and TSR Measures) and Standard Terms and Conditions for Performance Stock Unit Award (for each Financial and TSR Measures). All outstanding PSUs held by the Executive shall continue to accrue dividends until such PSUs are paid and settled. PSU payments will be subject to applicable tax withholding in accordance with the applicable award terms and conditions. Any PSUs that remained unvested as of the Separation Date (and are not to vest on August 30, 2021) after giving effect to the acceleration contemplated by the preceding provisions of this Section 2(a).F terminated as of the Separation Date and Executive shall have no further right with respect thereto or in respect thereof. |
G. | Outplacement
Services. Executive shall receive Tier I Executive Outplacement Services for a period of twelve (12) months to be provided by a vendor approved by Western Digital, at Western Digital’s sole discretion, for the use of Executive only (“Outplacement Services”). These services are not transferable or assignable to any other person. Executive is not entitled to the cash value of these services, which must be commenced within 30 days of the Separation Date. If tax withholding is required with respect to the Outplacement Services, Executive will make arrangements satisfactory to Western Digital to satisfy such withholding obligations. |
H. | Insurance and Indemnification. For matters related to Executive’s
tenure with Western Digital, Executive shall continue to be (a) an insured person under Western Digital’s Director and Officer Insurance Policy and (b) entitled to indemnification from Western Digital to the greatest extent permitted by law. |
I. | Notwithstanding anything to the contrary herein or in any other plan, agreement or arrangement, Executive shall not be entitled to any further additional or continued vesting as to any stock option, stock unit, PSU or other equity or equity-based award on or following the Separation Date except as expressly provided in Sections 2(a).D-F above, and the |
A. | Executive
understands and agrees that, by signing this Agreement, in exchange for the Separation Benefits that Executive will receive under Section 2(a) above, Executive is waiving, releasing and discharging, and promising not to sue, Western Digital Corporation and each and all of its divisions, subsidiaries, parents, predecessors, successors, assigns, and affiliated or related corporations and entities, past and present, including but not limited to Western Digital Technologies, Inc., Western Digital (Fremont), LLC, WD Media, LLC, and HGST, Inc., as well as each and all of its and their owners, trustees, officers, directors, managers, shareholders, members, partners, administrators, fiduciaries, representatives, attorneys, assignees, successors, insurers, benefit plans, agents and employees, past and present, and each of them (collectively, “Released Parties”), from and with respect
to any and all claims, wages, demands, actions, class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, charges, grievances, obligations, debts, costs, expenses, penalties, attorneys’ fees, damages, judgments, orders and liabilities of any kind, known or unknown, suspected or unsuspected, and whether or not concealed or hidden, arising out of or in any way connected with Executive’s employment relationship with, or the termination of Executive’s employment with, any of the Released Parties, including but in no way limited to, any act or omission committed or omitted prior to the date of execution of this Agreement. This general release of claims includes, but is in no way limited to, any and all wage and hour claims, claims for wrongful discharge, breach of contract,
violation of public policy, tort, or violation of any statute, constitution or regulation, including but not limited to any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Americans with Disabilities Act of 1990, the Older Workers Benefits Protection Act (“OWBPA”), the Fair Labor Standards Act (“FLSA”), the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Cal-COBRA, the Immigration and Nationality Act section 1324a, the federal Worker Adjustment and Retraining Notification Act (“WARN”), California WARN Labor Code sections 1400 et seq., the California Fair |
B. | The foregoing release does not extend to Executive’s right to receive (i) any vested rights or benefits under the terms of any “employee benefit plan,” as defined
in Section 3(3) of ERISA or any Western Digital nonqualified deferred compensation plan; (ii) Executive’s vested rights, if any, under any stock option grant or stock award pursuant to the terms of such grant agreement or applicable equity award plan; (iii) indemnification under California Labor Code § 2802 California Corporations Code §317, Western Digital’s by-laws, any indemnification agreement between Western Digital and Executive, or any other federal or state statute, law, regulation or provision that confers upon Executive a right to defense or indemnification arising out of the services he performed for Western Digital or any of the Releasees; (iv) the payments and benefits set forth in this Agreement; or (v) any other rights or claims under applicable federal, state or local law that cannot be waived or released by private agreement as a matter of law. Executive understands
that nothing in the release shall preclude Executive from filing a claim for unemployment or workers compensation insurance. Executive further understands that nothing in this Release or Agreement, including the provisions addressing General Release by Executive, Litigation and Investigation Cooperation, and/or confidentiality obligations, is intended to or shall limit, prevent, impede or interfere with Executive’s participation in government investigations, testifying in proceedings brought by a government agency regarding the Company’s past or future conduct, or voluntarily communicating, without prior notice to or approval by the Company, with the government (including, but not limited to, government agencies such as the Securities and Exchange Commission, Equal Employment Opportunity Commission,
and the National Labor Relations Board) about a potential violation of law or regulation. Notwithstanding the above, unless otherwise prohibited by law, by signing this Agreement, Executive expressly acknowledges and agrees to release and waive any right to claim or recover, and will not accept, any form of monetary or other damages or any other form of relief from Western Digital in connection with any charge, complaint, or lawsuit filed by Executive or by anyone else on Executive’s behalf, for any released claims. |
C. | This general release applies to claims or rights that Executive may possess either individually or as a class member, and Executive waives and releases any right to participate in or receive money or benefits from any class action settlement
or judgment after the date this Agreement is signed that relates in any way to Executive’s employment with Western Digital. |
D. | This general release is binding on Executive’s heirs, family members, dependents, beneficiaries, executors, administrators, successors and assigns. |
E. | The obligations stated in this general release are intended as full and complete satisfaction of any and all claims the Executive has now or has had in the past. By signing this general release, Executive specifically represents that Executive has made reasonable
effort to become fully apprised of the nature and consequences of this general release, and that Executive understands that if any facts with respect to any matter covered by this release are found to |
F. | Executive represents and warrants that neither Medicare nor Medicaid
has made any payment for medical services or items pursuant to 42 U.S.C. § 1395y and the corresponding regulations, or otherwise, relating to the Released Matter. “Released Matter” means any released accident, occurrence, injury, illness, disease, loss, claim, demand, damages, or matter that is subject to this Agreement and the releases herein. Executive acknowledges and agrees that neither Western Digital nor any of the Released Parties has any obligation or responsibility to reimburse Medicare, Medicaid, the Centers for Medicare and Medicaid Services, or any other entity or person for any past or future injury related medical expenses that have arisen or may hereafter arise out or relate in any way to the Released Matters. Executive acknowledges and agrees that it is Executive’s responsibility alone to reimburse such entities for any payments made on their behalf for such past or future medical expenses, if any, and Executive agrees to indemnify and hold
harmless Western Digital and the Released Parties from any and all claims, demands, liens, subrogated interests and/or causes of action of any nature or character that have been or may in the future be asserted by Medicare and/or Medicaid and/or persons acting on behalf of Medicare and/or Medicaid concerning medical, hospital, or other expenses arising of the Released Matters, or concerning any claim based on inaccurate or inadequate information provided by Executive concerning Executive’s status as a Medicare or Medicaid beneficiary. |
G. | Executive promises not to pursue any claim that Executive has settled by this release. If Executive breaks this promise, Executive agrees to pay all of Western Digital’s
costs and expenses (including reasonable attorneys’ fees) related to the defense of any claims. Executive understands that nothing in this Agreement shall be deemed to preclude Executive from challenging the knowing and voluntary nature of this release before a court or the Equal Employment Opportunity Commission (“EEOC”), or from filing a charge with the EEOC, the National Labor Relations Board, or any other federal, state or local agency charged with the enforcement of any employment laws. Executive expressly acknowledges and agrees, however, that, by signing this release, Executive is waiving the right to, and will not accept, any form of monetary or other damages or any other form of relief from Western Digital based on claims asserted in such a charge or complaint. |
15. | Non-Disparagement. Executive
agrees that Executive shall not (a) directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, Western Digital, as well as its directors, officers, and employees, past and present, and each of them, in each such case in his or her capacity as a service provider to Western Digital, or (b) make any statement or engage in any conduct that has the purpose of materially disrupting the business of Western Digital. Western Digital agrees that it shall direct its current Board of Directors (for such time as they remain on the Board of Directors) its current Executive Officers |
A. | Provided that Executive has exhausted the claims and appeals procedure of the Plan with respect to any claim for benefits or for breach of fiduciary duty, any dispute regarding Executive’s employment with Western Digital or termination of such employment, and any |
B. | In the event that an enforceable Western Digital Dispute Resolution Agreement between Executive and Western Digital does not exist, and provided that Executive has exhausted the claims and appeals procedure previously mentioned in this paragraph with respect to any claims for benefits or for breach of fiduciary duty, the following shall apply: Any dispute regarding Executive’s employment with Western Digital or its termination, and any aspect of this Agreement (including but not limited to the enforceability, unconscionability, interpretation, construction,
or breach of this Agreement, except as expressly provided otherwise herein) shall be settled by final and binding arbitration before a single arbitrator in the county in which Executive worked in accordance with the JAMS Employment Arbitration Rules and Procedures (“Rules”) as the exclusive remedy for such dispute, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. A copy of the Rules can be found at: http://www.jamsadr.com/rules-employment-arbitration. The arbitration proceedings do not provide for jury trials, but for a hearing before one independent, neutral arbitrator. Therefore, in agreeing to arbitrate claims, both Executive and Western Digital and its affiliates are waiving a trial or hearing before a jury. Any claim shall be brought in the parties’ individual capacity, and not as a plaintiff
or class member in any purported or actual class or collective action proceeding, and accordingly Executive waives all purported and actual class and collective action claims, unless applicable law prohibits such waiver, which itself, notwithstanding the foregoing, shall be a question for a court of competent jurisdiction to resolve. In the event of (1) a California Private Attorney General Action claim; (2) a purported or actual class or collective action claim determined to be non-waivable pursuant to applicable law; or (3) any claim determined to be non-arbitrable pursuant to applicable law, such claim(s) shall be brought as a civil action and the parties shall seek such civil action to be stayed pending resolution of all arbitrable claims in arbitration. |
C. | This
arbitration provision shall be viewed as a post-employment agreement, with both Executive and Western Digital splitting equally any fees of the arbitrator and JAMS. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
8/30/21 | ||||
1/1/20 | ||||
12/15/19 | ||||
Filed on: | 8/27/19 | |||
For Period end: | 6/28/19 | 8-K | ||
6/15/19 | ||||
8/30/18 | 3, 4 | |||
8/2/17 | 4, 8-K | |||
9/17/15 | 4 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/22/23 Western Digital Corp. 10-K 6/30/23 119:14M 8/25/22 Western Digital Corp. 10-K 7/01/22 118:15M 8/27/21 Western Digital Corp. 10-K 7/02/21 115:13M 11/25/20 Western Digital Corp. S-8 11/25/20 14:2.2M Donnelley … Solutions/FA 11/25/20 Western Digital Corp. S-8 11/25/20 3:56K Donnelley … Solutions/FA 8/28/20 Western Digital Corp. 10-K 7/03/20 118:16M 11/04/19 SEC UPLOAD¶ 12/04/19 2:39K Western Digital Corp. 10/17/19 SEC UPLOAD¶ 12/04/19 2:50K Western Digital Corp. 9/18/19 SEC UPLOAD¶ 12/04/19 2:43K Western Digital Corp. |