Symantec 2009 Annual Report Download - page 54

John W. Thompson
Through the end of fiscal year 2009, Mr. Thompson was our Chief Executive Officer and potential payouts to
him in the case of his termination of employment and/or a change in control of Symantec were provided for under
his employment agreement with us dated April 11, 1999. In connection with his retirement as our Chief Executive
Officer on April 4, 2009, we entered into a letter agreement with Mr. Thompson, dated April 6, 2009, which
supersedes and replaces his employment agreement and provides that he will be eligible for severance benefits as set
forth in the Symantec Corporation Severance Plan rather than the severance benefits provided for under his
employment agreement.
In accordance with his April 11, 1999 employment agreement, in the event Mr. Thompson resigned with good
reason (i.e., material reduction in responsibilities, position or salary) or was terminated without cause (as defined in
the agreement), prior to his retirement as Chief Executive Officer on April 4, 2009, he was entitled to a severance
payment equal to twice his annual base salary, the vesting of his outstanding options would be accelerated by two
years and he would be entitled to reimbursement of COBRA premiums for the maximum period permitted by law.
We also began maintaining a $5,000,000 term executive life insurance policy on Mr. Thompson for the benefit of his
family and coverage under our long term disability plan that would pay Mr. Thompson up to $20,000 per month
following the 180th day after any disability.
In the event that Mr. Thompson’s employment was terminated due to his death or disability, prior to his
retirement as Chief Executive Officer on April 4, 2009, the vesting of his outstanding options would have been
accelerated by two years. Additionally, in the case of his death, his designated beneficiary would have been entitled
to a single lump sum death benefit of $5,000,000 (in accordance with Symantec’s life insurance plan), and in the
case of his disability, he would have been entitled to disability payments of up to $20,000 a month after 180 days of
continued disability (in accordance with Symantec’s long term disability plan). If Mr. Thompson had died or if the
Board had determined that he was disabled as of April 3, 2009, his beneficiaries would have received $5,000,000, or
he would have thereafter begun receiving payments of $25,000 per month for 60 months followed by payments of
$10,000 per month for 36 months, as the case may be, under these arrangements.
The following table summarizes the value of the payouts to Mr. Thompson pursuant to Mr. Thompson’s
employment agreement and the Symantec Executive Retention Plan, assuming a qualifying termination as of
April 3, 2009 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of
$16.23 on April 3, 2009 minus the exercise price):
Severance Pay
Option
Vesting
COBRA
Premiums
Option
Vesting
RSU
Vesting
Option
Vesting
Death
Benefit
Option
Vesting
Long Term Disability
Benefits
Resignation with Good Reason or
Termination Without Cause
Termination
Without Cause
or Constructive
Termination
Within
12 Months of a
Change of
Control
Termination Due to
Death Termination Due to Disability
$1,000,000 $0 $29,137 $0 $1,866,450 $0 $5,000,000 $0 $25,000/month for 60 months and
$10,000/month for 36 months thereafter
The following table summarizes the value of the payouts to Mr. Thompson pursuant to the Symantec
Corporation Severance Plan, assuming a qualifying termination as of April 3, 2009 (intrinsic values of equity
awards are based upon the closing price for a share of our common stock of $16.23 on April 3, 2009 minus the
exercise price) and that Mr. Thompson’s letter agreement had superseded and replaced his employment agreement
as of that date:
Severance Pay COBRA Premiums Option Vesting RSU Vesting
Involuntary Termination Because of
Market Conditions or Division Performance
Termination Without Cause or
Constructive Termination
Within 12 Months of a
Change of Control
$268,846 $11,315 $0 $1,866,450
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