Description of Performance Goals for Cash Bonus Awards under Western Digital Corporation Incentive Compensation Plan

Summary

Western Digital Corporation has set up a plan to award cash bonuses to its executive officers based on the company's achievement of specific performance goals. The target bonus ranges from 45% to 100% of an executive's base salary, and actual payouts can vary from 0% to 200% of the target depending on company and individual performance. For the second half of fiscal year 2005, the bonus funding is tied to meeting certain earnings per share (EPS) and cash flow targets, as approved by the Board's Compensation Committee and non-management directors.

EX-10.31 4 a05270exv10w31.txt EXHIBIT 10.31 Exhibit 10.31 DESCRIPTION OF PERFORMANCE GOALS FOR CASH BONUS AWARDS UNDER THE WESTERN DIGITAL CORPORATION INCENTIVE COMPENSATION PLAN Under the Western Digital Corporation Incentive Compensation Plan (the "Plan") the Company may grant cash bonus awards to the Company's executive officers based on Company's achievement of predetermined performance goals. For executive officers, a target bonus amount has been established as a percentage of base salary ranging from 45% to 100% of base salary. If the predetermined performance goals are met, then the Plan may fund based on target amounts and may vary from 0% to 200% of target. However, individual participation in the Plan is based on individual performance, and actual awards may vary upward or downward. At a meeting on November 17, 2004 the Compensation Committee of the Board of Directors of the Company established the performance goals for the cash bonus awards under the Plan for the second half of fiscal year 2005. The Committee determined that funding of the Plan would be based upon accomplishment of specific EPS and cash flow targets, in various combinations. These goals were recommended to, and approved by, the non-management members of the Board of Directors on November 18, 2004.