Western Digital Corp Sample Contracts

Western Digital Corp – WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2005 EMPLOYEE STOCK PURCHASE PLAN (November 7th, 2018)

The Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, as amended and restated from time to time (the “Plan”) shall be established and operated in accordance with the following terms and provisions.

Western Digital Corp – WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2017 PERFORMANCE INCENTIVE PLAN (Amended and Restated as of August 2, 2018) (November 7th, 2018)
Western Digital Corp – Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – TSR Measure (November 6th, 2018)

Congratulations! Effective <<"grant date">> (the “Grant Date”), you have been granted stock units (the “Performance Stock Units”) of Western Digital Corporation (the “Corporation”). These Performance Stock Units were granted under and are subject to the Corporation’s 2017 Performance Incentive Plan, as amended (the “Plan”).

Western Digital Corp – Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement (November 6th, 2018)

Congratulations! Effective <<grant date>> (the “Grant Date”), you have been granted stock units (the “Restricted Stock Units”) of Western Digital Corporation. The Restricted Stock Units were granted under and are subject to the Corporation’s 2017 Performance Incentive Plan, as amended (the “Plan”).

Western Digital Corp – Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement – Vice President and Above (November 6th, 2018)

Congratulations! Effective <<grant date>> (the “Grant Date”), you have been granted stock units (the “Restricted Stock Units”) of Western Digital Corporation. These Restricted Stock Units were granted under and are subject to the Corporation’s 2017 Performance Incentive Plan, as amended (the “Plan”).

Western Digital Corp – Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – Financial Measures (November 6th, 2018)

Congratulations! Effective <<grant date>> (the “Grant Date”), you have been granted stock units (the “Performance Stock Units”) of Western Digital Corporation (the “Corporation”). These Performance Stock Units were granted under and are subject to the Corporation’s 2017 Performance Incentive Plan, as amended (the “Plan”).

Western Digital Corp – INDEMNIFICATION AGREEMENT (August 24th, 2018)

THIS AGREEMENT (the “Agreement”) is made and entered into effective as of [DATE], between SanDisk Corporation, a Delaware corporation (the “Company”) and [NAME] (“Indemnitee”).

Western Digital Corp – AMENDMENT NO. 8 (May 15th, 2018)

AMENDMENT NO. 8, dated as of May 15, 2018 (this “Amendment”), to the Loan Agreement dated as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017, Amendment No. 5, dated as of November 8, 2017, Amendment No. 6, dated as of November 29, 2017 and Amendment No. 7, dated as of February 27, 2018 (as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Loan Agreement”) among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to th

Western Digital Corp – WESTERN DIGITAL CORPORATION (a Delaware corporation) AMENDED AND RESTATED BY- LAWS (As Adopted on May 2, 2018) (May 7th, 2018)
Western Digital Corp – WESTERN DIGITAL ANNOUNCES REDEMPTION OF ALL OUTSTANDING 10.500% SENIOR UNSECURED NOTES DUE 2024 AND 7.375% SENIOR SECURED NOTES DUE 2023 AND SUCCESSFUL EXECUTION OF TRANSACTIONS TO ENHANCE CAPITAL STRUCTURE (March 2nd, 2018)

SAN JOSE, Calif. — Mar. 2, 2018 — Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or the “company”) today announced that, in connection with the successful completion of previously disclosed transactions, it has redeemed all of its outstanding 10.500% senior unsecured notes due 2024 (the “2024 Notes”) and on Feb. 27, 2018, all of its outstanding 7.375% senior secured notes due 2023 (the “2023 Notes” and collectively with the 2024 Notes, the “Existing Notes”) and satisfied and discharged its obligations under the respective indentures.

Western Digital Corp – WESTERN DIGITAL ANNOUNCES CLOSING OF AMENDMENT, EXTENSION AND INCREASE OF TERM A LOANS AND REVOLVING FACILITY, CREDIT AGREEMENT AMENDMENTS AND DEBT REPAYMENTS (February 27th, 2018)

SAN JOSE, Calif. — Feb. 27, 2018 — Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or the “company”) today announced that it obtained a new $5.022 billion Term Loan A-1 facility maturing in 2023, reflecting a $1.0 billion increase over its previous term loan A facility and an extension of the maturity date by approximately two years. Loans under the Term Loan A-1 facility bear interest at a rate of LIBOR plus an applicable margin depending on the corporate family ratings of Western Digital, with an initial interest rate of LIBOR + 1.50%. The proceeds of the new Term Loan A-1 loans were used to settle Western Digital’s existing $4.022 billion Term Loan A maturing in 2021 and, together with available cash on hand and the proceeds of its 1.50% convertible senior notes due 2024, to redeem its outstanding 7.375% senior secured notes due 2023 in full and to, among other things, pay fees and expenses related to the foregoing and the other refinancing transactions. In addition, We

Western Digital Corp – AMENDMENT NO. 7 (February 27th, 2018)

This Loan Agreement is entered into as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017, Amendment No. 5, dated as of November 8, 2017, Amendment No. 6, dated as of November 29, 2017 and Amendment No. 7, dated as of February 27, 2018, by and among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” or “Collateral Agent”).

Western Digital Corp – WESTERN DIGITAL CORPORATION, as the Company, the GUARANTORS listed on the signature pages hereto, as Guarantors, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 13, 2018 1.50% Convertible Senior Notes due 2024 (February 13th, 2018)

INDENTURE dated as of February 13, 2018 among WESTERN DIGITAL CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), each of the Guarantors listed on the signature pages hereto, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Western Digital Corp – SECOND SUPPLEMENTAL INDENTURE (February 13th, 2018)

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 13, 2018, among Western Digital Corporation, a Delaware corporation (the “Issuer”), the guarantors party hereto (each, a “Guarantor” and together, the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Western Digital Corp – WESTERN DIGITAL ANNOUNCES CLOSING OF OFFERINGS OF $2.3 BILLION SENIOR NOTES DUE 2026 AND $1.0 BILLION OF CONVERTIBLE SENIOR NOTES DUE 2024 (February 13th, 2018)

SAN JOSE, Calif. — Feb. 13, 2018 — Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or the “company”) today announced that it has closed its previously announced concurrent offerings of $2.3 billion aggregate principal amount of 4.750% senior notes due 2026 (the “2026 notes”) and $1.0 billion aggregate principal amount of 1.50% convertible senior notes due 2024 (the “2024 convertible notes” and, together with the 2026 notes, the “notes”). The notes were issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digital’s subsidiaries.

Western Digital Corp – Western Digital Corporation, as the Company, the GUARANTORS listed on the signature pages hereto, as Guarantors, and U.S. Bank National Association, as Trustee INDENTURE Dated as of February 13, 2018 4.750% Senior Notes due 2026 (February 13th, 2018)

INDENTURE dated as of February 13, 2018 among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Company”), as issuer, and each of the Guarantors listed on the signature pages hereto, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Trustee (the “Trustee”).

Western Digital Corp – FAL COMMITMENT AND EXTENSION AGREEMENT (February 6th, 2018)

This FAL COMMITMENT AND EXTENSION AGREEMENT (this “Agreement”) is made as of December 12, 2017, by and among Toshiba Memory Corporation, a Japanese corporation (“TMC”), Western Digital Corporation, a Delaware corporation (“WD”), SanDisk LLC, a Delaware limited liability company (“SanDisk”) and SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland” and, together with WD, SanDisk and TMC, the “Parties”).

Western Digital Corp – <<Name>> Award Number: <<Address 1>> Plan: 2017 Performance Incentive Plan <<Address 2>> ID: (February 6th, 2018)

Congratulations! Effective [_____], you have been granted stock units of Western Digital Corporation (the “Corporation”). These stock units were granted under the 2017 Performance Incentive Plan, as such plan may be amended from time to time (the “Plan”).1

Western Digital Corp – WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2004 PERFORMANCE INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT PROGRAM (February 6th, 2018)
Western Digital Corp – CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT (February 6th, 2018)

This CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is made as of December 12, 2017 (the “Effective Date”) by and among Toshiba Corporation (“TSB”), Toshiba Memory Corporation (“TMC”), Western Digital Corporation (“WD”), SanDisk LLC, SanDisk (Cayman) Limited (“SanDisk Cayman”), SanDisk (Ireland) Limited (“SanDisk Ireland”), SanDisk Flash B.V. (“SanDisk Flash,” and together with SanDisk LLC, SanDisk Cayman, and SanDisk Ireland, “SanDisk”). TSB, TMC, WD, SanDisk LLC, SanDisk Cayman, SanDisk Ireland and SanDisk Flash, shall each be referred to, individually, as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein are defined herein and in Exhibit A of this Agreement.

Western Digital Corp – CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT (February 6th, 2018)

This CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is made as of December 12, 2017 (the “Effective Date”), by and among Western Digital Corporation, a Delaware corporation (“WD”), SanDisk LLC, a Delaware limited liability company (“SanDisk LLC”), SanDisk (Cayman) Limited, a Cayman Islands company (“SanDisk Cayman”), SanDisk (Ireland) Limited, a Republic of Ireland company (“SanDisk Ireland”), SanDisk Flash B.V., a Netherlands company (“SanDisk Flash,” and together with SanDisk LLC, SanDisk Cayman, and SanDisk Ireland, “SanDisk”), Bain Capital Private Equity, L.P., a Delaware limited partnership (“BCPE”), BCPE Pangea Cayman, L.P., a Cayman Islands limited partnership (“BCPE Cayman 1”), BCPE Pangea Cayman2, Ltd., a Cayman Islands exempted company (“BCPE Cayman 2”), Bain Capital Fund XII, L.P., a Cayman Islands limited partnership (“Bain Fund XII”), Bain Capital Asia Fund III, L.P., a Cayman Islands limited partnership (“Bain Asia III”), and K.K. Pangea, a Japane

Western Digital Corp – Y6 FACILITY AGREEMENT (February 6th, 2018)
Western Digital Corp – Western Digital CorporationID: 33-09567113355 Michelson Drive, Suite 100Irvine, CA 92612 (February 6th, 2018)

Congratulations! Effective «optdt», you have been granted stock units of Western Digital Corporation. These stock units were granted under the 2017 Performance Incentive Plan (the “Plan”).1

Western Digital Corp – Name Option No.: ####### Address Line 1 Plan: 2017 Performance Incentive Plan City, State Zip ID: #### (February 6th, 2018)

Congratulations! Effective <<date>>, you have been granted a(n) <<option type>> to buy <<number>> shares of Western Digital Corporation stock at <<$ option price>> per share. The option was granted under the 2017 Performance Incentive Plan (the “Plan”).1

Western Digital Corp – Name Option No.: ####### Address Line 1 Plan: 2017 Performance Incentive Plan City, State Zip ID: #### (February 6th, 2018)

Congratulations! Effective <<date>>, you have been granted a(n) <<option type>> to buy <<number>> shares of Western Digital Corporation stock at <<$ option price>> per share. The option was granted under the 2017 Performance Incentive Plan (the “Plan”).1

Western Digital Corp – Western Digital CorporationID: 33-09567113355 Michelson Drive, Suite 100Irvine, CA 92612 (February 6th, 2018)

Congratulations! Effective «optdt», you have been granted stock units of Western Digital Corporation. These stock units were granted under the 2017 Performance Incentive Plan (the “Plan”)1.

Western Digital Corp – Western Digital Corporation 4.750% Senior Notes due 2026 Underwriting Agreement (February 2nd, 2018)
Western Digital Corp – WESTERN DIGITAL ANNOUNCES PRICING OF $2.3 BILLION OF SENIOR NOTES DUE 2026 AND $1.0 BILLION OF CONVERTIBLE SENIOR NOTES DUE 2024 (January 31st, 2018)

SAN JOSE, Calif. — Jan. 30, 2018 — Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or the “company”) today announced that it has priced its concurrent offerings of $2.3 billion aggregate principal amount of senior unsecured notes due 2026 (the “2026 notes”) and $1.0 billion aggregate principal amount of convertible senior notes due 2024 (the “2024 convertible notes” and, together with the 2026 notes, the “notes”). The notes will be issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digital’s subsidiaries.

Western Digital Corp – WESTERN DIGITAL ANNOUNCES PROPOSED OFFERINGS OF $2.3 BILLION OF SENIOR NOTES DUE 2026 AND $1.0 BILLION OF CONVERTIBLE SENIOR NOTES DUE 2024 AND UP TO $500M SHARE REPURCHASE Western Digital To Retire Existing 10.500% Senior Unsecured Notes Due 2024 And 7.375% Senior Secured Notes Due 2023 Subject To Successful Execution Of Transactions Initiatives to Enhance Capital Structure (January 30th, 2018)

SAN JOSE, Calif. — Jan. 29, 2018 — Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or the “company”) today announced concurrent proposed offerings of $2.3 billion aggregate principal amount of senior notes due 2026 (the “2026 notes”) and $1.0 billion aggregate principal amount of convertible senior notes due 2024 (the “2024 convertible notes” and, together with the 2026 notes, the “notes”), in each case subject to market and other conditions as further described below. The notes will be issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digital’s subsidiaries.

Western Digital Corp – AMENDMENT NO. 6 (November 29th, 2017)

AMENDMENT NO. 6, dated as of November 29, 2017 (this “Amendment”), to the Loan Agreement dated as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017 and Amendment No. 5, dated as of November 8, 2017 (as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Loan Agreement”) among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

Western Digital Corp – AMENDMENT NO. 5 (November 8th, 2017)

AMENDMENT NO. 5, dated as of November 8, 2017 (this “Amendment”), to the Loan Agreement dated as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017 and Amendment No. 4, dated as of March 23, 2017 (as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Loan Agreement”) among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

Western Digital Corp – WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2017 PERFORMANCE INCENTIVE PLAN (Amended and Restated as of August 3, 2017) (November 3rd, 2017)
Western Digital Corp – WESTERN DIGITAL PROVIDES CLARITY AND TRANSPARENCY ON SANDISK INTELLECTUAL PROPERTY, CONSENT RIGHTS AND THE JOINT VENTURES Western Digital Posts Questions & Answers Document to Investor Relations Website (October 10th, 2017)

SAN JOSE, Calif. — Oct. 10, 2017 — Western Digital Corp. (NASDAQ: WDC) today posted a set of questions and answers to provide clarity and transparency on key topics associated with the SanDisk joint ventures with Toshiba Corporation (“Toshiba”) and to correct inaccuracies and misconceptions.

Western Digital Corp – WESTERN DIGITAL’S SANDISK SUBSIDIARIES INITIATE NEW ARBITRATION PROCEEDINGS AGAINST TOSHIBA IN THE ICC INTERNATIONAL COURT OF ARBITRATION Toshiba’s Decision to Unilaterally Invest in Manufacturing Equipment at Fab 6 Operations Constitutes a Breach of the JV Agreement Terms of the JV Agreement are Clear; SanDisk has the Right to Jointly Invest in Expansions and Conversions of BiCS Manufacturing Capacity (September 21st, 2017)

SAN JOSE, Calif. — Sept. 20, 2017 — Western Digital Corp. (NASDAQ: WDC) today announced that several of its SanDisk subsidiaries have filed an additional Request for Arbitration with the ICC International Court of Arbitration related to three NAND flash-memory joint ventures (“JVs”) operated with Toshiba Corporation (“Toshiba”).

Western Digital Corp – WESTERN DIGITAL COMMENTS ON TOSHIBA’S STATEMENT REGARDING NAND FLASH-MEMORY JOINT VENTURES (September 13th, 2017)

SAN JOSE, Calif. — Sept. 13, 2017 — Western Digital Corp. (NASDAQ: WDC) today commented on Toshiba Corporation’s (“Toshiba”) statement regarding the transfer of its interests in its NAND flash-memory joint ventures operated with Western Digital’s SanDisk subsidiaries (“JVs”):