Symantec 2012 Annual Report Download - page 59

would achieve this desired outcome. Similarly, the Compensation Committee used its subjective judgment to
determine the appropriate grant date value of the promotional awards for Messrs. deSouza and Trollope, in each
case taking into account their increased role and responsibilities and based on Mercer’s competitive market data.
(Details of equity grants made 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.)
For fiscal 2012, our non-GAAP EPS target under the PRUs was $1.54 per share. The Compensation Com-
mittee determined that we achieved 99% of this metric, resulting in 97% of the target shares becoming eligible to
be earned based on achievement of the TSR performance goals under the PRUs. Pursuant to the terms of these
awards, each NEO will be eligible to receive at least half of the eligible shares if he remains employed by
Symantec through the last day of fiscal 2014 even if we fail to achieve those TSR performance goals, and could
receive up to 150% of such shares, depending upon the degree to which we achieve of those goals and the same
employment condition is met.
Burn Rate and Dilution: We closely manage how we use our equity to compensate employees. We think
of “gross burn rate” as the total number of shares granted under all of our equity incentive plans during a period
divided by the weighted average number of shares of common stock outstanding during that period and
expressed as a percentage. We think of “net burn rate” as the total number of shares granted under all of our
equity incentive plans during a period, minus the total number of shares returned to such plans through awards
cancelled during that period, divided by the weighted average number of shares of common stock outstanding
during that period, and expressed as a percentage. “Overhang” we think of as the total number of shares under-
lying options and awards outstanding plus shares available for issuance under all of our equity incentive plans at
the end of a period divided by the weighted average number of shares of common stock outstanding during that
period and expressed as a percentage. For purposes of these calculations, each full-value award grant (e.g.,
restricted stock unit) is treated as the equivalent of the grant of two options in order to recognize the economic
difference in the equity vehicle types. The Compensation Committee determines the percentage of equity to be
made available for our equity programs with reference to the companies in our market composite. In addition, the
Compensation Committee considers the accounting costs that will be reflected in our financial statements when
establishing the forms of equity to be granted and the size of the overall pool available. For fiscal 2012, our gross
burn rate was 3.46%, our net burn rate was 3.21%, and our overhang was 19.85%.
Equity Grant Practices: The Compensation Committee generally approves grants to the named executive
officers at its first meeting of each fiscal year, or shortly thereafter through subsequent action. The grant date for
all equity grants made to employees, including the named executive officers, is generally the 10th day of the
month following the applicable meeting. If the 10th day is not a business day, the grant is generally made on the
previous business day. The Compensation Committee does not coordinate the timing of equity awards with the
release of material, nonpublic information. RSUs may be granted from time to time throughout the year, but all
RSUs generally vest on either March 1, June 1, September 1 or December 1 for administrative reasons. PRUs are
currently granted once a year and vesting occurs only after a three-year performance period.
Change of Control and Severance Arrangements: The vesting of certain stock options, RSUs and PRUs
held by our named executive officers will accelerate if they experience an involuntary (including constructive)
termination of employment under certain circumstances. In addition, payouts to our named executive officers
under our Long Term Incentive Plan will accelerate under certain circumstances. For additional information
about these arrangements, see “—Other Benefits — Change of Control and Severance Arrangements” below and
“Potential Payments Upon Termination or Change in Control,” below.
Retention and Other Awards
Certain business conditions may warrant using additional compensation approaches to attract, retain or
motivate executives. Such conditions include acquisitions and divestitures, attracting or retaining specific or
unique talent, and recognition for exceptional contributions. In these situations, the Compensation Committee
considers the business needs and the potential costs and benefits of special rewards. In fiscal 2012, the
Compensation Committee granted retention-based RSUs to Messrs. Beer and Robbins. See “—Equity Incentive
Awards” above for a discussion of these awards.
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