Symantec 2012 Annual Report Download - page 57

our former CEO) equity incentive award value was granted in the form of performance-based restricted stock
units and approximately 69% in the form of restricted stock units. While this mix of equity incentive awards
reflected our philosophy to allocate a significantly larger portion of the value of the CEO’s target total long-term
equity incentive award in the form of performance-based restricted stock units than time-vested restricted stock
units, and an equal target value of performance-based restricted stock units and restricted stock units to our other
named executive officers, the mix of fiscal 2012 long-term incentives for our named executive officers other than
our former CEO was impacted by the retention-based and promotional restricted stock unit grants as described
below.
Restricted Stock Units (RSUs): RSUs represent the right to receive one share of Symantec common stock
for each RSU vested upon the settlement date, which is the date on which certain conditions, such as continued
employment with us for a pre-determined length of time, are satisfied. The Compensation Committee believes
that RSUs align the interests of the named executive officers with the interests of the stockholders because the
value of these awards appreciates if the trading price of our common stock appreciates, and these awards also
have retention value even during periods in which our trading price does not appreciate, which supports con-
tinuity in the senior management team.
Shares of our stock are issued to RSU holders as the awards vest. The vesting schedule for RSUs granted to
our named executive officers in fiscal 2012 provided that each award vests in four equal annual installments with
the exception of the promotional and retention-based grants described below. These promotional and retention-
based RSU grants vest 25% after approximately two years from the grant date, 25% after approximately 3 years
and 50% after approximately four years from the grant date, reflecting the Compensation Committee’s desire to
retain these executive officers in a competitive environment. (Details of RSUs granted to the named executive
officers in fiscal 2012 are disclosed in the Summary Compensation Table and Grants of Plan-Based Awards table
on pages 54 and 57, respectively.)
Performance-based Restricted Stock Units (PRUs): For fiscal 2012, the Compensation Committee
granted PRUs for the first time in furtherance of our pay for performance philosophy. Implementation of this
program represents an important step taken by our Compensation Committee to continue to drive a
pay-for-performance culture with a component directly linked to our total stockholder return over two and three-
year periods. Unlike our restricted stock unit awards, the shares underlying the PRUs awarded for fiscal 2012 are
eligible to be earned only if we achieve the same non-GAAP EPS metric for the Executive Annual Incentive Plan
for fiscal 2012. Depending on our achievement of this metric, 0% to 133% of the target shares will be eligible to
be earned at the end of fiscal 2013 and 2014, based on, and subject to further adjustment as a result of, the ach-
ievement of the total stockholder return (“TSR”) ranking for our company as compared to the S&P 500. If any
target shares become eligible (the “eligible shares”) to be earned in fiscal 2013 and 2014 as a result of achieve-
ment of the non-GAAP EPS metric for fiscal 2012, then 50% to 150% of one-half of the eligible shares may be
earned based on the achievement of the TSR goal for the two years ended March 29, 2013 and 50% to 150% of
one-half of the eligible shares (plus any eligible shares not earned on March 29, 2013 if less than 100% of the
TSR goal is achieved for the two-year period then ended) may be earned based on the achievement of the TSR
goal for the three years ended March 28, 2014. Subject to certain exceptions (including acceleration of vesting
upon a change in control of the company under the terms of the Symantec Executive Retention Plan, as
amended), the award shall vest, if at all, only at the end of the third year of the performance period (i.e., fiscal
2014), and the named executive officer must be employed by us at the end of such period in order to vest in the
award.
The following table summarizes the number of shares underlying long-term equity incentive awards granted
to our NEOs in fiscal 2012:
Target PRUs (#) RSUs (#) Retention RSUs (#) Promotion RSUs (#)
Enrique Salem ........................ 150,000 90,000 — —
James A. Beer ........................ 40,000 40,000 50,000(1) —
Rowan M. Trollope .................... 40,000 40,000 — 100,000(2)
Francis A. deSouza .................... 40,000 40,000 — 100,000(2)
William T. Robbins .................... 40,000 40,000 50,000(1) —
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