1
EXHIBIT 10.44
October 7, 1999
Xx. Xxxxxxx X. Xxxxx
00000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000
Dear Xxxxxxx,
This letter, when signed by you, constitutes the agreement (the "Agreement")
relative to your resignation from Western Digital Corporation (the "Company").
The terms of this Agreement are as follows:
1. RESIGNATION DATE. You will resign your position as Co-Chief Operating
Officer effective Friday, October 8, 1999.
2. EMPLOYMENT PERIOD. You will continue to be treated as an employee,
including stock option vesting, until the earlier of September 29, 2000
or your death (the "Employment Period"). Stock options previously
granted to you under the Employee Stock Option Plan will continue to
vest in accordance with their terms, which during the period from
October 7, 1999 through September 29, 2000 would result in the vesting
of 89,000 to 96,066 additional exerciseable shares. A schedule setting
forth these options, their grant dates, exercise prices, and vesting
schedules is attached as Attachment "A" and incorporated herein by
reference.
3. PAYMENT OF COMPENSATION. You will be paid $400,000.00 in wage
continuation based on your current base salary and not including any
executive retention program amounts. Vesting on your awards under the
Company's executive retention programs will cease as of October 7, 1999,
and no further amounts will be credited or paid thereunder. Twenty-six
(26) bi-weekly payments of $15,384.62 will begin on October 15, 1999,
and conclude with a final payment on September 29, 2000. This total
exceeds the standard formula of 6 months pay (130 days - $200,000.00),
which is normally available to executives at your level and length of
service.
4. STOCK OPTIONS. Any exercise of stock options by you must be in accord
with the provisions of your stock option agreements and with the
procedures relating to exercise as may be established by the
Compensation Committee of the Board of
2
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 2
Directors from time to time. All such procedures, unless they are to
your benefit, shall be of general application and will not apply
specifically to you. The Company will act expeditiously and in a
supportive manner in assisting you to exercise your options. You will
have up to 3 months following September 29, 2000 to exercise your vested
options; provided, however, that the Company may cancel any unexpired
option at any time if you are in violation of any of your covenants
under Paragraph 11 hereof, without regard to the time limitation
provided for therein. To the extent the options are non-qualified
options under the federal income tax laws, you shall recognize
compensation income in connection with your exercise of those options,
and you agree to satisfy all applicable withholding taxes associated
with each such exercise..
5. BENEFITS. The status of your current benefits is set forth on Attachment
"B" hereto and hereby made a part hereof. During the Employment Period
you will continue to receive benefits accorded to employees generally,
other than vacation accruals, and benefits accorded to you and other
executives in comparable pay grades ("special benefits"), provided that
such special benefits continue to be furnished to executives generally
in comparable pay grades. These include:
a) your flex benefit allowance of $306.50 per pay period.
b) Employee Stock Purchase Plan (ESPP) will continue and deductions
will be made from your wage continuation checks through the next
two purchase dates.
c) 401(k) participation and Western Digital employer match will
continue with deductions coming from your wage continuation
checks.
d) Tax preparation assistance of up to $5,000 per fiscal year.
e) Supplemental executive medical coverage of up to $5,000 per
fiscal year.
f) Auto allowance of $323.08 per pay period.
If any benefits (including special benefits) are discontinued and
adjustments are made to compensation or benefits of employees generally,
or of executives in comparable pay grades, in lieu of the discontinued
benefits, and if such discontinuances apply to you under this Agreement,
then in such instances like adjustments will be made to payments or
benefits accorded to you with respect to the Employment Period. No
actions will be taken with respect to the moneys payable or the benefits
accorded to you that are intended to affect adversely only
3
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 3
you or other terminating employees, unless such actions are taken as a
result of a material breach by you of any of your obligations under this
Agreement. Should you take another position prior to the expiration of
wage continuation as an employee of a company with health insurance
coverages, Western Digital's health coverages stop at the end of the
month in which you start to work for the other company. Your Western
Digital benefits will cease sixty days after the September 29, 2000
month-end. See the attachment for details. You may be entitled to
continued basic health insurance coverage under the Company's COBRA
plan. If you so elect, this continuation will be on terms consistent
with applicable federal laws and regulations. If you elect and are
eligible to continue this coverage, you will be charged a monthly
premium to cover the cost of providing this insurance including a small
administrative fee. Our benefits administration staff will give you
complete details in this regard.
6. CONFIDENTIALITY. You and the Company agree that the terms of this
arrangement will be held in confidence except to the extent that
disclosures may be required by government regulations or judicial
process or to receive tax, legal or financial advice. References which
may request information about your employment will be referred to the
Vice President of Human Resources.
7. VACATION. By October 15, 1999 you will be paid all accrued, unused
vacation. Although you will continue on the Company payroll through
September 29, 2000, you will accrue no more vacation subsequent to
October 8, 1999.
8. SAVINGS AND PROFIT SHARING PLAN. Any distributions to which you are
entitled from the Savings and Profit Sharing Plan will be made to you in
accordance with the terms of that plan after your termination date of
September 29, 2000.
9. OUTPLACEMENT SERVICES. The Company will provide executive outplacement
assistance through Xxx Xxxxx Xxxxxxxx; Challenger, Xxxx and Christmas;
or another firm of your choosing to assist you in finding another
position. These services may begin anytime prior to September 29, 2000.
Contact the Vice President of Human Resources or Xxx Xxxxx, Director
Employee Relations (000) 000-0000 for assistance with these
arrangements.
10. INDEMNIFICATION AND ASSISTANCE.
4
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 4
(a) If you are subjected to any claim or demand involving any action
or inaction allegedly taken by you during the course of your
employment or directorship with the Company, you will be
entitled to all rights of indemnification which may then be
available to other executive officers or directors of the
Company, including, without limitation, insurance protection
under any director and/or officer liability insurance coverage
maintained by the Company or any subsidiary and any rights to
indemnification provided by applicable law or the By-laws of the
Company or any subsidiary, and the Company will, and shall cause
any subsidiary to, cooperate fully with you in responding to or
defending against any such claim or demand.
(b) You agree to make yourself available to respond to inquiries by
the Company regarding management, regulatory, and legal
activities of which you acquired knowledge while employed by the
Company. You agree to make yourself available, without the
requirement of being subpoenaed, to confer with counsel at
reasonable times and locations and upon reasonable notice
concerning any knowledge you have or may have with respect to
actual and/or potential disputes arising out of the activities
of the Company during your period of employment. You further
agree to submit to deposition and/or testimony in accordance
with the laws of the forum involved concerning any knowledge you
have or may have with respect to actual and/or potential
disputes arising out of the activities of the Company during
your period of employment.
11. YOUR COVENANTS. As a condition to, and as consideration for, the
severance and other benefits you are to receive herein, you agree that
you will not, at any time during the Employment Period:
(a) directly or indirectly, whether for your own account or as an
employee, director, consultant or advisor, provide services to
any business or engage in any business which at the time of
commencement of such services is competitive with the Company's
or any of its subsidiaries' product lines or business
activities, unless you obtain the prior written consent of the
Company's Chief Executive Officer;
(b) directly or indirectly solicit any individuals to leave the
Company's (or any of its subsidiaries') employ for any reason or
interfere in any other manner
5
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 5
with the employment relationships at the time existing between
the Company (or any of its subsidiaries) and its current or
prospective employees;
(c) induce or attempt to induce any customer, supplier, distributor,
licensor, licensee or other business relation of the Company (or
any of its subsidiaries) to cease doing business with the
Company (or any of its subsidiaries) or in any way interfere
with the existing business relationship between any such
customer, supplier, distributor, licensor, licensee or other
business relation and the Company (or any of its subsidiaries);
or
(d) disparage, defame or slander the Company (or any of its
subsidiaries) or any of their officers or directors or any of
its products or services, to any one, including but not limited
to any past, present or prospective customers. The foregoing
sentence is not applicable to comments you may make to your
immediate family. During the Employment Period the Company's
Board of Directors and its officers shall refrain from any
disparagement, defamation or slander of you.
12. CONFIDENTIAL INFORMATION. When you joined the Company you signed an
agreement setting forth your obligations to the Company during and after
your employment. A copy of your agreement is attached hereto as
Attachment "C" and incorporated herein by reference. You understand and
agree that in the course of your employment with the Company, you have
acquired confidential information and trade secrets concerning the
Company's operations, its future plans and its methods of doing
business. You understand and agree it would be extremely damaging to the
Company if you disclosed such information to a competitor or made it
available to any other person or company. You understand and agree that
such information has been divulged to you in confidence, and you
understand and agree that you will keep such information secret and
confidential unless disclosure is required by court order or otherwise
by compulsion of law. In view of the nature of your employment and the
information and trade secrets which you have received during the course
of your employment, you also agree that the Company would be irreparably
harmed by any violation, or threatened violation of the agreements in
this Paragraph and that, therefore, the Company shall be entitled to an
injunction prohibiting you from any violation or threatened violation of
such agreements.
6
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 6
13. RELEASE OF CLAIMS. You agree that the consideration provided for in this
Agreement represents payment in full of all outstanding obligations owed
to you by the Company or any subsidiary of the Company. You, on behalf
of yourself and your heirs, agents, representatives, immediate family
members, executors, successors, and assigns, hereby fully and forever
release the Company and its agents, directors, employees, attorneys,
investors, shareholders, administrators, affiliates, divisions,
subsidiaries, parents, predecessor and successor corporations, and
assigns from, and agree not to xxx or otherwise institute or cause to be
instituted any legal or administrative proceedings concerning, any
claim, duty, obligation or cause of action relating to any matters of
any kind, whether presently known or unknown, suspected or unsuspected,
that you may possess against the Company arising from any omissions,
acts or facts that have occurred up until and including the Effective
Date including, without limitation,
(a) any and all claims relating to or arising from your relationship
with the Company or any subsidiary of the Company and the
termination of that relationship;
(b) any and all claims relating to, or arising from, your right to
purchase, or actual purchase of shares of stock of the Company
or any subsidiary of the Company, including, without limitation,
any claims for fraud, misrepresentation, breach of fiduciary
duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination;
breach of contract, both express and implied; breach of a
covenant of good faith and fair dealing, both express and
implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal
injury; invasion of privacy; false imprisonment; and conversion;
(d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of
7
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 7
1967, the Americans with Disabilities Act of 1990, the Fair
Labor Standards Act, the Employee Retirement Income Security Act
of 1974, The Worker Adjustment and Retraining Notification Act,
the Older Workers Benefit Protection Act; the California Fair
Employment and Housing Act, and the California Labor Code;
(e) any and all claims for violation of the federal or any state
constitution;
(f) any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination; and
(g) any and all claims for attorneys' fees and costs.
You and the Company agree that the release set forth in this Paragraph
shall be and remain in effect in all respects as a complete general
release as to the matters released. This release does not extend to any
obligations incurred under this Agreement.
14. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. You acknowledge that you
are waiving and releasing any rights you may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver
and release is knowing and voluntary. You and the Company agree that
this waiver and release does not apply to any rights or claims that may
arise under the ADEA after the Effective Date of this Agreement. You
acknowledge that the consideration given for this waiver and release
Agreement is in addition to anything of value to which you were already
entitled. You further acknowledge that you have been advised by this
writing that (a) you should consult with an attorney prior to executing
this Agreement; (b) you have at least twenty-one (21) days within which
to consider this Agreement; (c) you have seven (7) days following the
execution of this Agreement by you to revoke the Agreement; and (d) this
Agreement shall not be effective until the revocation period has
expired. Any revocation should be in writing and delivered in accordance
with the notice provisions of Paragraph 21 hereof by close of business
on the seventh day from the date that you sign this Agreement.
15. CIVIL CODE SECTION 1542. You represent that you are not aware of any
claim other than the claims that are released by this Agreement. You
acknowledge that
8
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 8
you have been advised by legal counsel and are familiar with the
provisions of California Civil Code Section 1542, which provides as
follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
You, being aware of said code section, agree to expressly waive any
rights you may have thereunder, as well as under any other federal or
state statute or common law principles of similar effect.
16. REMEDIES IN EVENT OF FUTURE DISPUTE.
(a) Except as provided in subparagraph (b) below, in the event of
any future dispute, controversy or claim between you and the
Company arising from or relating to this Agreement, its breach,
any matter addressed by this Agreement, and/or your employment
with the Company through the Termination Date, you and the
Company will first attempt to resolve the dispute through
confidential non-binding mediation to be conducted in Orange
County, California by JAMS-Endispute or such other mediator as
you and the Company shall mutually agree upon. If the dispute is
not resolved through mediation, you and the Company will submit
it to final and binding confidential arbitration to be conducted
in Orange County, California by JAMS/Endispute in accordance with
the then existing JAMS/Endispute Arbitration Rules and Procedures
for Employment Disputes. In the event of such an arbitration
proceeding, you and the Company shall select a mutually
acceptable neutral arbitrator from among the JAMS/Endispute panel
of arbitrators. If you and the Company cannot agree on an
arbitrator, the Administrator of JAMS/Endispute shall appoint an
arbitrator. None of you, the Company or the arbitrator shall
disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of both of you and
the Company, except as may be compelled by court order. Except as
provided herein, the Federal Arbitration Act shall govern the
interpretation and enforcement of such arbitration and all
proceedings. The arbitrator shall apply the substantive law (and
the law of remedies, if applicable) of the State of California,
or
9
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 9
Federal law, or both, as applicable and the arbitrator is without
jurisdiction to apply any different substantive law. The
arbitrator shall have the authority to entertain a motion to
dismiss and/or a motion for summary judgment by either you or the
Company and shall apply the standards governing such motions
under the Federal Rules of Civil Procedure. The arbitrator shall
render an award and a written, reasoned opinion in support
thereof. Judgment upon the award may be entered in any court
having jurisdiction thereof. You and the Company intend this
arbitration provision to be valid, enforceable, irrevocable and
construed as broadly as possible. Pending the resolution of any
dispute between you and the Company, the Company may make any
remaining unpaid payments due to you pursuant to paragraphs 3 and
5 hereof into a third party escrow account pending further
agreement of the parties or the award of an arbitrator pursuant
to the arbitration provisions of this Paragraph. The arbitrator
shall be authorized to determine whether the remaining payment
obligations under paragraphs 3 and 5 of this Agreement shall
continue notwithstanding any alleged breach of this Agreement or
are terminated as a result of the alleged breach. In the event an
arbitrator determines that you have violated the terms of this
Agreement, then the arbitrator shall be authorized to direct
payment of the money (including any accrued interest) from the
escrow account to the Company, order that the Company is not
required to make any further payments to you under paragraphs 3
and 5, and award the Company any other appropriate remedies,
including but not limited to reimbursement by you to the Company
of the amounts paid to you pursuant to Paragraphs 3 and 5 of this
Agreement.
(b) In the event that a dispute arises concerning compliance with
this Agreement, either you or the Company will be entitled to
obtain from a court with jurisdiction over you and the Company
preliminary and permanent injunctive relief to enjoin or restrict
the other party from such breach or to enjoin or restrict a third
party from inducing any such breach, and other appropriate
relief, including money damages. In seeking any such relief,
however, the moving party will retain the right to have any
remaining portion of the controversy resolved by binding
confidential arbitration in accordance with subparagraph (a)
above.
10
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 10
(c) The prevailing party in any such arbitration or court proceeding
shall be entitled to recover from the losing party his or its
reasonable costs and expenses incurred in connection with the
arbitration or court proceeding.
17. ASSIGNMENT. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the
present and future subsidiaries of the Company, any and all subsidiaries
of a subsidiary, all affiliated corporations, and successors and assigns
of the Company. No assignment of this Agreement by the Company will
relieve the Company of its obligations. You shall not assign any of your
rights and/or obligations under this Agreement and any such attempted
assignment will be void. This Agreement shall be binding upon and inure
to the benefit of your heirs, executors, administrators, or other legal
representatives and their legal assigns.
18. WAIVER. A waiver by either you or the Company of any of the terms or
conditions of this Agreement in any instance shall not be deemed or
construed to be a waiver of such term or condition for the future, or of
any subsequent breach thereof. All remedies, rights, undertakings,
obligations, and agreements contained in this Agreement shall be
cumulative, and none of them shall be in limitation of any other remedy,
right, undertaking, obligation or agreement of either you or the
Company.
19. TAX CONSEQUENCES. The Company makes no representations or warranties
with respect to the tax consequences of the payment of any sums to you
under the terms of this Agreement. You agree and understand that you are
responsible for payment, if any, of local, state and/or federal taxes on
the sums paid hereunder by the Company and any penalties or assessments
thereon.
20. COSTS. Except as provided in Paragraph 16 hereof, you and the Company
shall each bear your own costs, expert fees, attorneys' fees and other
fees incurred in connection with this Agreement.
21. NOTICES. All notices required by this Agreement shall by given in
writing either by personal delivery or by first class mail, return
receipt requested. Notices shall be addressed as follows:
To Western Digital: Western Digital Corporation
0000 Xxxxxx Xxxxxx Xxxxx
11
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 11
Xxxxxx, XX 00000
Attention: Vice President, Human Resources
12
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 12
To Xx. Xxxxx: 00000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000
or in each case to such other address as you or the Company shall notify the
other. Notice given by mail shall be deemed given five (5) days following the
date of mailing.
22. ENTIRE AGREEMENT. This Agreement, including its Attachments, represents
the entire agreement and understanding between you and the Company
concerning the subject matter herein, and supersedes and replaces any
and all prior agreements and understandings.
23. NO ORAL MODIFICATION. This Agreement may only be amended by a writing
signed by you and the Chief Executive Officer of the Company or the
Chief Legal Officer of the Company.
24. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of
California.
25. EFFECTIVE DATE. This Agreement is effective eight days after it has been
signed by both you and the Company (the "Effective Date").
26. COUNTERPARTS. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of you and
the Company.
27. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed by you
voluntarily and without any duress or undue influence on the part or
behalf of the Company, with the full intent of releasing all claims. You
acknowledge that:
(a) you have read this Agreement;
(b) you have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of your own choice
or that you have voluntarily declined to seek such counsel;
(c) you understand the terms and consequences of this Agreement and
of the releases it contains; and
13
Xx. Xxxxxxx X. Xxxxx
October 7, 1999
Page 13
(d) you are fully aware of the legal and binding effect of this
Agreement.
Please indicate your agreement to the above by signing below.
Very truly yours,
WESTERN DIGITAL CORPORATION
Xxxx Xxx Xxxxxx
Vice President
Human Resources
JVB:kl
I have read and agree to all terms and conditions as outlined above.
------------------------------------------------------------------------
Xxxxxxx X. Xxxxx Date
14
ATTACHMENT "B"
SEPTEMBER 2000 - STATUS OF BENEFITS UPON
TERMINATION OF EMPLOYMENT - XXXXXXX X. XXXXX
The following information is to help you understand the status of your benefits
if you are affected by a reduction in work force.
MEDICAL INSURANCE
Medical coverage continues until November 30, 2000
DENTAL INSURANCE
Dental coverage continues until November 30, 2000
VISION INSURANCE
Vision coverage continues until November 30, 2000
COBRA CONTINUATION COVERAGE
Continuation privileges may be available through COBRA for the medical, dental,
vision, and health care reimbursement plans you are enrolled in at the time of
termination. COBRA information and election forms will be mailed to you by the
COBRA administrator for Western Digital (COBRAPRO) within two weeks from your
last date of coverage.
LIFE INSURANCE
Life insurance coverage continues until November 30, 2000. Conversion privileges
to an individual policy are available after your coverage terminates. You must
apply with the insurance carrier within 31 days. Conversion forms are available
at the Benefits Department.
ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE (AD&D)
Accidental death and dismemberment insurance coverage continues until November
30, 2000 Conversion privileges to an individual policy are available after your
coverage terminates. You must apply with the insurance carrier within 31 days.
Conversion forms are available at the Benefits Department.
DEPENDENT LIFE INSURANCE
Dependent life insurance coverage continues until November 30, 2000. Conversion
privileges to an individual policy are available after your coverage terminates.
You must apply with the insurance carrier within 31 days. Conversion forms are
available at the Benefits Department.
15
BUSINESS TRAVEL ACCIDENT COVERAGE
Business travel accident coverage will end on your last day actively at work for
Western Digital. Under the terms of the contract, no conversion privileges are
available.
LONG-TERM DISABILITY
Long-term disability coverage will end on your last day actively at work for
Western Digital. Conversion privileges to an individual policy are available by
completing an application and submitting the first quarterly premium within 31
days of our termination of group coverage. To qualify for conversion, you must
have been covered under the current group plan for 12 consecutive months.
Conversion forms are available at the Benefits Department.
SHORT-TERM DISABILITY
Short-term disability coverage will end on your last day actively at work for
Western Digital. Under the terms of the contract, no conversion privileges are
available.
REIMBURSEMENT ACCOUNTS
If contributions continue to be deducted from scheduled payments, Health Care
and Dependent Care Account claims may be reimbursed for ELIGIBLE EXPENSES
INCURRED UP TO THE LAST DAY OF YOUR BENEFITS COVERAGE. Money left over in the
account(s) at the end of the plan year (June 30) is forfeited. You will have a
90 day grace period (through January, 2001) to file a claim for reimbursement.
Send the claims to FlexPro, P. O. Xxx 0000, Xxxxxx, XX 00000. Telephone (949)
000-0000, Fax (000) 000-0000.
MANAGED HEALTH NETWORK (MHN)
The MHN program will continue for you and your dependents until November 30,
2000. The toll free number is 000-000-0000. However, if you elect COBRA
continuation, you may still be eligible to continue MHN benefits.
RETIREMENT SAVINGS (401(k) & PROFIT SHARING PLAN
As a participant in this plan, you will continue to participate in the plan
until September 29, 2000. The company match is effective until September 29,
2000. After that date, you will receive 100% of your employee account, plus 100%
of the profit sharing account, and the vested portion of the employer match
account.
For information regarding rollover or distribution of your account, call X. Xxxx
Price at 000-000-0000. If you wish to withdraw your account from the plan,
simply return the termination package that will be sent to you from X. Xxxx
Price. You may defer the withdrawal of your account until a future point in
time.
CONTRIBUTIONS CONTINUE: Contributions will continue to be deducted from wage
continuation payments unless you call X. Xxxx Price at 000-000-0000 to suspend
your contributions.
16
SAVINGS 401(k) PLAN LOANS: Bi-weekly loan payments will continue to be deducted
from wage continuation payments. You will choose one of the following options to
be effective after your last wage continuation payment: 1) continue making loan
payments, 2) repay the entire outstanding loan balance, or 3) elect final
distribution upon which any outstanding loan balance will be treated as a
taxable distribution. You must complete a Loan Repayment form indicating your
selection that will be provided in the X. Xxxx Price termination package.
EMPLOYEE STOCK PURCHASE PLAN
You will continue to participate in ESPP through the next purchase dates in
January and August, 2000. Deductions for ESPP will be made from your wage
continuation checks. If you have previously purchased shares, then you can keep
or sell them as you wish.
STOCK OPTIONS
If you have received stock options, they will vest through your date of
termination from Western Digital in accordance with the plan provisions. Contact
Xxxxxx Xxxxxxx at 000-000-0000 for more information.
VACATION
All earned but unused vacation will be paid by the first wage continuation
payment following your last day of active employment with Western Digital.
Vacation Buy: The cost of the extra hours you have taken but not paid for
will be subtracted from your final paycheck.
Vacation Sell: The remaining amount and any accrued vacation that you
haven't taken is paid to you. Exception: If you term with a negative
vacation balance, the value of those hours will be subtracted from your
final paycheck.
SICK LEAVE
All unused sick leave will be forfeited in accordance with the policy of Western
Digital.
EDUCATIONAL REIMBURSEMENT
If you have received prior educational approval for classes that have started,
but which you will not complete before your termination date, you are eligible
for reimbursement for the classes you are currently attending. Reimbursement
will be made following the company's receipt of proof that the class was
successfully completed based on the policy guidelines.
CREDIT UNION
Membership is lifetime and is not based on continuing employment with Western
Digital.
17
CALIFORNIA STATE UNEMPLOYMENT BENEFITS
You can file an application for unemployment benefits immediately, however your
eligibility for benefits (as determined by the EDD- Employment Development
Department) will be delayed until after your last Wage Continuation payment
September 29, 2000.
If you have any questions, need to request forms, or need life conversion forms,
contact:
WESTERN DIGITAL
BENEFITS DEPARTMENT
0000 XXXXXX XXXXXX XXXXX
XXXXXX, XX 00000
000-000-0000
