Symantec 2013 Annual Report Download - page 89

deferred by each participant under the plan are credited to a bookkeeping account maintained on behalf of each
participant. The bookkeeping account under the plan will then be adjusted based on the performance of the
measurement funds that have been selected by the participant. The measurement funds available under the plan
are substantially identical to the investment funds available under our 401(k) plan. Each participant may change
their measurement fund selections on a daily basis. The plan requires that benefits accumulated in the book-
keeping accounts for each participant not meeting a 5-year service requirement to be distributed to the participant
following his or her termination of employment with us for any reason. If a 5-year service requirement has been
met, accumulated benefits will be distributed according to the participant’s designated payment election. The
plan permits us to terminate the plan and make such a distribution in the event of a change in control of
Symantec. We intend to take such action in the event of a change in control of Symantec.
Potential Payments Upon Termination or Change-In-Control
Set forth below is a description of the plans and agreements (other than the Deferred Compensation Plan)
that could result in potential payouts to our named executive officers in the case of their termination of employ-
ment and/or a change in control of Symantec.
Symantec Executive Retention Plan
In January 2001, the Board approved the Symantec Executive Retention Plan, to deal with employment
termination resulting from a change in control of the Company. The plan was modified by the Board in July
2002, April 2006, June 2007 and April 2012. Under the terms of the plan, all equity compensation awards
(including, among others, stock options, RSUs and PRUs) granted by the Company to the Company’s Sec-
tion 16(b) officers (including our named executive officers) would become fully vested (at target or to the extent
of achievement for PRUs) and, if applicable, exercisable following a change in control of the Company (as
defined in the plan) after which the officer’s employment is terminated without cause or constructively termi-
nated by the acquirer within 12 months after the change in control. In the case of PRUs, PRUs will vest at target
if the change in control occurs prior to the first performance period, will vest as to eligible shares if the change in
control occurs following the first performance period but before achievement is determined with respect to the
second performance period, and will vest as to the sum of the eligible shares determined to be earned for the
second performance period plus 50% of the eligible shares if the change in control occurs following the second
performance period but before achievement is determined with respect to the third performance period.
Additionally, in accordance with the terms of the PRU award agreement, in the case that an executive’s employ-
ment with the Company terminates by reason of the executive’s death, total and permanent disability or an
involuntary termination by the Company other than for cause (as defined in the award agreement) after the end of
the first year of the performance period but prior to the end of the third year of the performance period, then the
executive will be entitled to payment of a prorated number of PRUs based on the number of months in the three-
year performance period during with the executive was employed by the Company, provided that the Company’s
performance met at least the threshold level of non-GAAP EPS performance during the first year of the perform-
ance period.
In April 2012, the Compensation Committee revised the plan to provide for the payment of a cash severance
benefit for our 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 in the circumstances described
above (i.e., following a change in control of the Company after which the officer’s employment is terminated
without cause or constructively terminated by the acquirer within 12 months after the change in control.)
Symantec Executive Severance Plan
On April 30, 2012, the Compensation Committee adopted the Symantec Executive Severance Plan, effective
as of April 30, 2012, to provide severance benefits to specified officers of Symantec, including our named execu-
tive officers. The executive officers must meet certain criteria in order to participate in the plan, including,
among other criteria, (i) the executive officer was involuntarily terminated from active employment other than
for cause (as defined in the plan); (ii) the executive officer was not terminated due to the sale of a business, part
of a business, divestiture or spin-off and offered employment upon terms and conditions substantially identical to
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