Symantec 2009 Annual Report Download - page 57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related-Person Transactions Policy and Procedures
Symantec has adopted a written related person transactions policy which provides for the Company’s policies
and procedures regarding the identification, review, consideration and approval or ratification of “related person
transactions.” The Nominating and Governance Committee reviews transactions that may be “related person
transactions,” which are transactions between Symantec and any related persons in which the aggregate amount
involved exceeds or may be expected to exceed $120,000, and in which the related person has or will have a direct or
indirect material interest. For purposes of the policy, a related person is any Symantec executive officer, director,
nominee for director, or stockholder holding more than 5% of any class of Symantec’s voting securities, in each
case, since the beginning of the previous fiscal year, and their immediate family members.
Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related person,
the following transactions are deemed not to be “related person transactions” (meaning the related person is deemed
to not have a direct or indirect material interest in the transaction):
• compensation to executive officers determined by Symantec’s Compensation Committee;
• any transaction with another company at which a related person is a director or an employee (other than an
executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or three
percent of that company’s total annual gross revenues, provided that the transaction involves the purchase of
either company’s goods and services and the transaction is subject to usual trade terms and is in the ordinary
course of business and the related person is not involved in the negotiation of the transaction;
• any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy
statement;
• any transaction where the related person’s interest arises solely from the ownership of the Company’s
common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis;
• any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable
organization, foundation or university at which a related person’s only relationship is as a director or an
employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any
non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program;
• any transaction where the rates or charges involved are determined by competitive bids;
• any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates
or charges fixed in conformity with law or governmental authority; or
• any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust
indenture, or similar services.
Under the policy, members of Symantec’s legal department review transactions involving related persons that
do not fall into one of the above categories. If they determine that a related person could have a significant interest in
a transaction, the transaction is referred to the Nominating and Governance Committee. In addition, transactions
may be identified through Symantec’s Code of Conduct or other Symantec policies and procedures, and reported to
the Nominating and Governance Committee. The Nominating and Governance Committee determines whether the
related person has a material interest in a transaction and may approve, ratify, rescind or take other action with
respect to the transaction.
Certain Related Person Transactions
In May 2008, Symantec entered into a dry-lease agreement for an aircraft with a company owned by Mr. Thompson,
our Chairman. Pursuant to the agreement, Symantec leases the aircraft on a non-exclusive basis from Mr. Thompson’s
company from time to time solely for Mr. Thompson’s business-related travel, at a dry-lease rate of $1,250 per flight
hour. Pursuant to an agreement with an unrelated party, Symantec has also agreed to pay the variable operating costs of
Mr. Thompson’s business travel on this aircraft. The arrangement was approved by the Nominating and Governance
Committee of our Board. The Nominating and Governance Committee has determined that the amounts billed by
Mr. Thompson’s company for our use of the aircraft are at or below the market rates charged by third-party commercial
charter companies for similar aircraft. Symantec paid $113,625 under this arrangement during fiscal 2009.
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