Symantec 2013 Annual Report Download - page 76

if less than 225,000 shares, the full number of unvested shares then remaining) shall vest in addition to any
shares that have previously vested, and any remaining unvested shares subject to the PCSU shall be forfeited, if
the change of control occurs between the beginning of fiscal 2013 and the end of fiscal 2015 and prior to the date
on which all of the shares have vested. In the case of our LTIP, participants will receive an accelerated payout
(either of the amount that had been accrued for the participants (or 100% of target in certain cases) if we experi-
ence a change in control of our company, or if the participant’s employment is terminated without cause after the
applicable performance period has been completed (assuming the threshold performance for such period has been
achieved). See “Potential Payments Upon Termination or Change in Control — Long Term Incentive Plan”
below.
We believe that the double trigger acceleration provision appropriately achieves the intent of the applicable
plan without providing an undue benefit to executives who continue to be employed following a change in con-
trol transaction. The intent of the plan is to enable named executive officers to have a balanced perspective in
making overall business decisions in the context of a potential acquisition of our company, as well as to be
competitive with market practices. The Compensation Committee believes that change in control benefits, if
structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk
that key talent would leave our company before a transaction closes.
Following the end of fiscal 2012, the Compensation Committee conducted an ordinary course review of the
change in control and severance arrangements applicable to our executive officers. Taking into account con-
solidation within our industry and the practices prevalent within our peer group, the Compensation Committee
modified these arrangements in order to improve retention of our senior executives whose roles would likely be
eliminated in connection with a change in control of our company. Specifically, our Executive Retention Plan
was amended to provide for the payment of a cash severance benefit for the named executive officers equal to
one times such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to
such named executive officer under the same circumstances equity awards would accelerate under the Executive
Retention Plan. In addition, the Compensation Committee adopted the Symantec Corporation Executive Sev-
erance Plan, which provides certain severance benefits to our executive offers, including the named executive
officers, in the event that such executive officers are involuntarily terminated other than for cause (as defined in
the plan). Under the terms of this plan, eligible executive officers are entitled to receive a severance payment
equal to one year of base salary. Payment of the foregoing benefit is subject to the applicable officer returning a
release of claims. The Symantec Corporation Executive Severance Plan replaced the Symantec Corporation
Severance Plan, which provided 10 weeks of base salary for the first year of service plus two weeks of base sal-
ary for every additional year of service. The Compensation Committee determined to modify these arrangements
for the same reason it adopted our Executive Retention Plan.
In connection with his appointment to President and CEO in 2013, we entered into an employment agree-
ment with Stephen Bennett that provides him with certain benefits upon the involuntary termination of his
employment under certain circumstances, including acceleration of vesting and severance payments in con-
nection with a change of control.
The change in control and severance benefits described above do not influence and are not influenced by the
other elements of compensation as these benefits serve different objectives than the other elements. We do not
provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code. Rather, we allow the
named executive officer to reduce the benefit received or waive the accelerated vesting of options to avoid excess
payment penalties.
Details of each individual named executive officer’s benefits, including estimates of amounts payable in
specified circumstances in effect as of the end of fiscal 2013, are disclosed under “Potential Payments Upon
Termination or Change in Control” below.
66