Symantec 2015 Annual Report Download - page 57

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 Compensation Committee determined to modify these arrangements for the same reason it
adopted our Executive Retention Plan. In fiscal 2015, the Compensation Committee revised the plan to provide
an additional payment equivalent to 75% of the executive officer’s prorated target incentive bonus under the
Executive Annual Incentive Plan in effect for such fiscal year to the executive officer who was terminated in the
second half of such fiscal year and was employed in good standing for a minimum of six (6) months prior to his
or her termination date.
In connection with his appointment to President and CEO in September 2014, we entered into an employ-
ment agreement with Michael Brown that provides him with certain benefits upon the involuntary termination of
his employment under certain circumstances, including severance payments in connection with a change in con-
trol.
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 2015, are disclosed under “Potential Payments Upon
Termination or Change in Control” below.
SUPPLEMENTARY POLICIES AND CONSIDERATIONS
We use several additional policies to ensure that the overall compensation structure is responsive to stock-
holder interests and competitive with the market. Specific policies include:
Stock Ownership Requirements
We believe that in order to align the interests of our executive officers with those of our stockholders, our
executive officers should have a financial stake in our company. We have maintained stock ownership require-
ments for our executive officers since October 2005. For fiscal 2015 our executive officers were required to hold
the following minimum number of shares:
‰CEO: 5x base salary
‰CFO, COO and President, Products and Services: 3x base salary
‰Executive Vice Presidents: 2x base salary
Stock options and unvested RSUs and PRUs do not count toward stock ownership requirements.
The executive officer is required to acquire and thereafter maintain the stock ownership required within four
years of becoming an executive officer of Symantec (or four years following the adoption date of these revised
guidelines). During the four-year transitional period, each executive officer must retain at least 50% of all net
(after-tax) equity grants until the required stock ownership level has been met.
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