Symantec 2013 Annual Report Download - page 33

‰Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on
vested grants.
Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board
determined the non-employee directors’ compensation for fiscal year 2013 as follows:
‰$50,000 annual cash retainer
‰$15,000 annual fee for committee membership ($20,000 for Audit Committee membership)
‰$15,000 annual fee for chairing a committee of the Board ($25,000 for chairing the Audit Committee)
‰$30,000 annual fee for the Lead Independent Director, which was increased to $100,000 by the Board in
January 2013
In January 2013, the Board, in accordance with the recommendation of the Compensation Committee,
approved modifications to the annual retainers paid to non-employee directors due to the roles’ increased
responsibilities. Effective fiscal 2014, non-employee directors will receive the following retainers:
‰$50,000 annual cash retainer
‰$15,000 annual fee for committee membership ($20,000 for Audit membership)
‰$25,000 annual fee for chairing a committee of the Board ($15,000 for chairing the Nominating and
Governance Committee)
‰$100,000 annual fee for the Lead Independent Director/Independent Chairman
The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan,
as amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the
retainer payable to each director for serving as a member. We pay the annual retainer fee and any additional
annual fees to each director at the beginning of the fiscal year. Directors who join our company after the begin-
ning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. These
payments are considered earned when paid. Accordingly, we do not require them to be repaid in the event a
director ceases serving in the capacity for which he or she was compensated.
Annual Equity Awards. All grants to non-employee directors will be made on a discretionary basis under
the 2004 Equity Incentive Plan. Pursuant to a Non-Employee Director Grant Policy adopted by our Board, each
non-employee member of the Board receives an annual award of fully-vested restricted stock having a fair mar-
ket value on the grant date equal to a pre-determined dollar value, which was $200,000 during fiscal 2013. The
restricted stock awards granted for fiscal year 2013 were granted on May 7, 2012 and are fully vested.
In January 2013, the Board amended the Non-Employee Director Grant Policy so that each non-employee
member of the Board will receive an annual award of fully-vested restricted stock units having a fair market
value on the grant date equal to $235,000. The restricted stock units granted for fiscal year 2014 were granted on
May 10, 2013 and are fully vested.
Symantec stock ownership information for each of our directors is shown under the heading “Security
Ownership of Certain Beneficial Owners and Management” on page 45 of this proxy statement.
THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF
EACH OF THE TEN NOMINATED DIRECTORS.
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