Symantec 2008 Annual Report Download - page 47

Compensation Committee. In selecting participants for the SEIP, the Compensation Committee will choose those
senior executives whom the Compensation Committee believes are most likely to make significant contributions to
Symantec’s success. The actual number of employees who will receive awards under the SEIP cannot be determined
in advance because eligibility for participation is in the discretion of the Compensation Committee. As of July 4,
2008, there are nine employees who are executive officers subject to Section 16 of the Exchange Act. Nine
Symantec executive officers participated in the SEIP during fiscal 2008. Although participation in future years is in
the discretion of the Compensation Committee, each executive officer has an interest in Proposal No. 4. Information
about fiscal year 2009 awards is presented below under “New Plan Benefits.”
SEIP Awards. Under the SEIP, the Compensation Committee will determine the fiscal year or a performance
period of some other duration for measuring actual performance. The Compensation Committee will establish for
each performance period the performance goals (from among those listed above) that apply and the target levels of
required performance, as well as a formula for calculating a participant’s award based on actual performance
compared to the pre-established performance goals. The Compensation Committee will establish the performance
goals at a time when the outcome of the goal is substantially uncertain in a manner and at such time as is a permitted
method of establishing performance goals under Section 162(m) (generally soon after the performance period
commences).
The Compensation Committee may set performance periods and performance goals that differ from partic-
ipant to participant. For example, it may designate performance goals based on either company-wide or business
unit or segment results, as appropriate for the participant’s specific responsibilities. The Compensation Committee
may also measure the performance goals annually or cumulatively over a period of years or over a period shorter
than one year, on an absolute basis, or relative to a pre-established target, to previous years’ results or to a designated
comparison group. After the end of each performance period, the Compensation Committee will determine the
extent to which the performance goals for each participant were achieved. The Compensation Committee will
determine the actual award (if any) for each participant by the level of actual performance achieved. However, the
Compensation Committee retains discretion to eliminate or reduce the actual award payable to any participant
below that which otherwise would be payable under the applicable formula at any time before the award is paid. The
Compensation Committee also has discretion to make certain adjustments to take into account certain extraordinary
events occurring during the performance period (as described above).
In order to earn and receive payment of an award under the SEIP, the participant must be an active employee
and on Symantec’s payroll on either (a) the last day of the fiscal year (or performance period) to which the award
relates or (b) the date of payment or vesting, in each case as specified in the documents governing the specific
award. The Compensation Committee may make exceptions to this requirement in the case of retirement, death or
disability, or in the case of a corporate change in control, although it may exercise this discretion only if permitted
under the requirements applicable to performance-based compensation under Section 162(m).
Awards granted under the SEIP are not transferable by a participant, except by will or the laws of descent and
distribution.
SEIP Amendments and Termination; Stockholder Approval. The Board may amend or terminate the SEIP at
any time and for any reason. In order to maintain the plan’s qualification under Section 162(m), certain material
amendments of the SEIP will require stockholder approval. In addition, to maintain qualification of this plan under
Section 162(m) with respect to awards granted thereafter, we will be required to obtain stockholder approval of the
performance goals no later than September 22, 2013.
SEIP Benefits. Because payments of cash awards under the SEIP will be determined by comparing actual
performance to the performance goals established by the Compensation Committee under this plan, it is not possible
to predict the amount of future benefits that will be paid under the SEIP for any future performance period. The
Summary Compensation Table (beginning on page 54) sets forth the dollar amount of awards that were earned by
our named executive officers with respect to our fiscal year 2008.
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