Performance Share Award Agreement

February 16, 2006 Dear Ray: When Countersigned by You Below, This Letter Shall Constitute Our Agreement That the Entire Performance Share Award Granted by Western Digital Corporation (The Company), to You on January 20, 2005, in Accordance With That ...

 

EXHIBIT 10.37
     
(WESTERN DIGITAL LOGO)
  Western Digital Corporation
20511 Lake Forest Drive
Lake Forest, California 92630
Tel 949.672.7000
February 16, 2006
Mr. Raymond M. Bukaty
20511 Lake Forest Drive
Lake Forest, CA 92630
Dear Ray:
     When countersigned by you below, this letter shall constitute our agreement that the entire Performance Share Award granted by Western Digital Corporation (the “Company”), to you on January 20, 2005, in accordance with that certain Notice of Grant of Performance Share Awards and Performance Share Award Agreement, dated on or about January 20, 2005, is hereby terminated and you have no further rights with respect to, or in respect of, such Performance Share Award.
     This letter agreement, which is entered for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, shall be interpreted and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles) and applicable federal law. This letter agreement constitutes the entire agreement and supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof.
         
    Very truly yours,
 
    Western Digital Corporation
 
       
 
  By:   /s/ Arif Shakeel
 
       
 
      Arif Shakeel
 
      President and Chief Executive Officer
Agreed to and Accepted by:
       
 
/s/ Raymond M. Bukaty