Symantec 2013 Annual Report Download - page 48

PROPOSAL NO. 6
APPROVAL OF OUR AMENDED AND RESTATED
SENIOR EXECUTIVE INCENTIVE PLAN
At the meeting, we are requesting stockholders to approve, as a whole, the amendment and restatement of
our Senior Executive Incentive Plan (the “SEIP”) to allow future performance-based compensation awards under
the SEIP to be fully deductible by Symantec under Section 162(m) of the Internal Revenue Code of 1986, as
amended (“Section 162(m)”). The Board adopted the amendment and restatement on July 25, 2013, subject to
stockholder approval at the meeting. If approved, the SEIP will be effective commencing with fiscal 2014.
The SEIP is a plan structured so as to qualify compensation paid under it to certain executive officers as
“performance-based compensation” under federal tax rules applicable to public companies. Section 162(m) gen-
erally disallows a tax deduction to public companies for compensation in excess of $1.0 million paid during a
single year to covered employees (as defined in Proposal No. 4). Certain performance-based compensation is
exempt from this deduction limit if it meets the requirements of Section 162(m), including a requirement that
payment of the compensation be contingent upon achievement of performance goals that are established and
administered in a manner specified under Section 162(m). In addition, to qualify as performance-based
compensation, the compensation (or the plan under which it is granted, including the possible performance goals
that may be used) must have been approved by stockholders, there must be a limit on the amount of compensa-
tion that may be paid to an employee during a specified period of time, and achievement of the applicable per-
formance goals must be substantially uncertain at the time the individual awards are established. Finally,
Section 162(m) imposes certain independence requirements on the members of the Board-level committee
administering the performance-based compensation program.
As proposed for approval, the SEIP is substantially the same as the version approved by our stockholders in 2008.
Historically, we have operated two cash incentive award programs under the SEIP, our Annual Incentive Plan which
has a performance period that coincides with our fiscal year, and our Long-Term Incentive Plan which has two-year
performance periods. These programs are described in more detail in our “Compensation Discussion & Analysis”
(beginning on page 56). Operating these two programs under the SEIP allowed us to fully deduct amounts paid under
them to our named executive officers. While we have discontinued using long-term cash incentive awards under our
Long-Term Incentive Plan as discussed under our “Compensation Discussion & Analysis,” we plan to continue grant-
ing awards under our Annual Incentive Plan and may operate other cash incentive awards under the SEIP in the future.
To continue to operate the SEIP as a plan under which performance-based compensation may be granted, we seek your
approval of the material terms of the SEIP (set forth below). Section 162(m) requires that stockholders re-approve such
terms every five years. The material terms of the SEIP were most recently approved by our stockholders at our 2008
Annual Meeting of Stockholders. They are also considered to have last approved the material terms of the SEIP when
they originally approved the SEIP in August 2003. Approval of this Proposal No. 6 will allow us to grant tax-qualified
awards under the SEIP until October 22, 2018.
The Board believes the adoption of the SEIP to be in the best interest of stockholders and recommends its
approval. If the SEIP is not approved by stockholders at this meeting, commencing with fiscal 2014, bonuses
shall no longer be paid under the SEIP, meaning that certain payments to our covered employees would not be
deductible by Symantec.
The summary of the SEIP provided in this proposal is a summary of the principal features of the SEIP, as
amended and restated. This summary, however, does not purport to be a complete description of all of the provi-
sions of the SEIP. It is qualified in its entirety by reference to the full text of the SEIP. A copy of the SEIP has been
filed with the SEC with this proxy statement, and any stockholder who wishes to obtain a copy of the SEIP may do
so by written request to the Corporate Secretary at Symantec’s headquarters in Mountain View, California.
Purpose of the SEIP
The SEIP is an important component of Symantec’s overall strategy to pay its employees for performance.
To that end, the purposes of the SEIP are to motivate Symantec’s senior executives by tying their compensation
to performance, rewarding exceptional performance that supports Symantec’s overall objectives and providing a
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