Symantec 2010 Annual Report Download - page 61

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nonperformance-based compensation in any one year. While the Compensation Committee considers the
Company’s ability to deduct compensation amounts paid or to be paid to its executive officers in determining
appropriate levels or manner of compensation, it may from time to time approve additional amounts of compen-
sation that are not fully deductible under Section 162(m).
Salaries for the named executive officers do not qualify as performance-based compensation; however, as no
officer received salary in excess of $1,000,000 during fiscal 2010, the entire amount of salaries paid to our named
executive officers is deductible. Our executive annual incentive and cash long-term incentive plans are structured so
that they are performance-based and therefore deductible. We believe that all of the stock options granted to the
named executive officers under our 1996 Equity Incentive Plan and 2004 Equity Incentive Plan qualify under
Section 162(m) as performance-based compensation and that all amounts of compensation related to options held
by our named executive officers should be fully deductible. Our RSU grants vest on a time-based vesting schedule
and therefore are not considered performance-based under the Section 162(m) rules. Accordingly, amounts of
compensation related to RSUs held by our named executive officers may not be fully deductible (depending upon
the value of our stock, and the amount of other nonperformance-based compensation an officer has during the year
in which any portion of an RSU vests).
Tax Implications for Officers. Section 409A of the Internal Revenue Code imposes additional income taxes
on executive officers for certain types of deferred compensation that do not comply with Section 409A. The
Company attempts in good faith to structure compensation so that it either conforms with the requirements of or
qualifies for an exception under Code Section 409A. Section 280G of the Internal Revenue Code imposes an excise
tax on payments to executives of severance or change of control compensation that exceed the levels specified in the
Section 280G rules. Our named executive officers could receive the amounts shown in the section entitled “Potential
Payments Upon Termination or Change in Control” (beginning on page 56 below) as severance or change of control
payments that could implicate this excise tax. As mentioned above, we do not offer our officers as part of their
change of control benefits any gross-ups related to this excise tax under Code Section 4999.
Accounting Considerations. The Compensation Committee also considers the accounting and cash flow
implications of various forms of executive compensation. In its financial statements, the Company records salaries
and performance-based compensation incentives as expenses in the amount paid, or to be paid, to the named
executive officers. Accounting rules also require the Company to record an expense in its financial statements for
equity awards, even though equity awards are not paid as cash to employees. The accounting expense of equity
awards to employees is calculated in accordance with the requirements of FASB Accounting Standards Codification
Topic 718. The Compensation Committee believes, however, that the many advantages of equity compensation, as
discussed above, more than compensate for the non-cash accounting expense associated with them.
Compensation Committee Interlocks and Insider Participation
The members of Symantec’s Compensation Committee during fiscal year 2010 were Michael A. Brown,
William T. Coleman, Geraldine B. Laybourne, David L. Mahoney and Daniel H. Schulman. None of the members
of Symantec’s Compensation Committee in fiscal year 2010 was at any time during fiscal year 2010 or at any other
time an officer or employee of Symantec or any of its subsidiaries, and none had or have any relationships with
Symantec that are required to be disclosed under Item 404 of Regulation S-K. None of Symantec’s executive
officers has served as a member of the Board, or as a member of the compensation or similar committee, of any
entity that has one or more executive officers who served on our Board or Compensation Committee during fiscal
year 2010.
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