Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On June 15, 2022, the Compensation and Talent Committee (the "Committee") of the Board of Directors of Western Digital Corporation (the "Company") approved an amendment to David Goeckeler's sign-on performance stock unit award, which was granted effective as of March 9, 2020, for a target number of 432,489 performance stock units (the "CEO Sign-On Award") as part of a retention program that consisted of one-time equity retention awards to certain members of the Company's management team, including Mr. Goeckeler, and this amendment, in order to foster key employee retention as the Company explores strategic alternatives and to support corporate performance.

Amendment to CEO Sign-On Award

The amendment provides that the CEO Sign-On Award's performance conditions have been removed and the award shall vest at the applicable "target" level (i.e., attainment of 100% of the applicable performance goal resulting in a 100% payout or vesting percentage as to that goal) on the last day of the performance period under the CEO-Sign On Award, which began March 9, 2020 and ends March 8, 2023, subject to Mr. Goeckeler's continued employment or service with the Company or one of its subsidiaries through the last day of the performance period, provided that any vesting provisions applicable upon a change in control event or the termination of his employment shall continue to apply as set forth in the CEO Sign-On Award. The CEO Sign-On Award may not vest at a level greater than target following the effective date of the amendment. Except as expressly amended by the amendment, all the terms and conditions of the CEO Sign-On Award shall remain in full force and effect. The amendment became effective on June 15, 2022.

The above summary of the amendment does not purport to be complete and is qualified in its entirety by reference to the terms of the amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Retention Awards

Mr. Goeckeler's retention award is for a number of restricted stock units of the Company equal in value to $5,000,000 in the aggregate (the "CEO Retention Award"). The first 30% of the CEO Retention Award will vest on June 15, 2023, and the remaining 70% will vest on June 15, 2024, in each case subject to Mr. Goeckeler's continuous service from the grant date through each applicable vesting date. The Committee approved the grant of one-time retention awards to the other named executive officers of the Company for a number of restricted stock units equal in aggregate value to the following amounts: Wissam G. Jabre ($4,000,000), Srinivasan Sivaram ($4,000,000), Michael C. Ray ($3,000,000) and Robert W. Soderbery ($1,000,000). The retention awards granted to these named executive officers will vest in two equal annual installments on June 15, 2023 and June 15, 2024, respectively, in each case subject to the applicable executive's continuous service from the grant date through each applicable vesting date.

The foregoing description of the one-time retention awards is a summary of certain terms only and is qualified in its entirety by the full text of the Company's Form of Grant Notice for Restricted Stock Unit Award - Vice President and Above, under the Western Digital Corporation 2021 Long-Term Incentive Plan, which is incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2021, as filed on February 3, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1* First Amendment to the Notice of Grant of Performance Stock Units and


            Performance Stock Unit Award - TSR Measure (CEO Sign-On Award).

    104     Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* Denotes a management contract or compensatory plan or arrangement.

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