Symantec 2012 Annual Report Download - page 60

Other Benefits
All named executive officers are eligible to participate in our 401(k) plan (which includes our matching
contributions), health and dental coverage, life insurance, disability insurance, paid time off, and paid holidays on
the same terms as are available to all employees generally. These rewards are designed to be competitive with
overall market practices, and are in place to attract and retain the talent needed in the business. In addition,
named executive officers are eligible to participate in the deferred compensation plan, and to receive other bene-
fits described below.
Deferred Compensation: Symantec’s named executive officers are eligible to participate in a nonqualified
deferred compensation plan that provides management employees on our U.S. payroll with a base salary of
$150,000 or greater (including our named executive officers) the opportunity to defer up to 75% of base salary
and 100% of cash bonuses for payment at a future date. This plan is provided to be competitive in the executive
talent market, and to provide executives with a tax-efficient alternative for receiving earnings. None of our
named executive officers participated in this plan during fiscal 2012.
Additional Benefits: Symantec’s named executive officers typically do not receive perquisites, except in
limited circumstances when deemed appropriate by the Compensation Committee. For example, an additional
benefit available to named executive officers is reimbursement for up to $10,000 for financial planning services.
The Compensation Committee provides certain perquisites because it believes they are for business-related pur-
poses or are prevalent in the marketplace for executive talent. The value of the perquisites we provide is taxable
to the named executive officers and the incremental cost to us for providing these perquisites is reflected in the
Summary Compensation Table. (These benefits are disclosed in the All Other Compensation column of the
Summary Compensation Table on page 54).
Change of Control and Severance Arrangements: Our Executive Retention Plan provides (and, in the
case of PRUs, the terms of the PRUs) participants with double trigger acceleration of equity awards and, if appli-
cable, become immediately exercisable, where equity vesting and exercisability is only accelerated in the event
the individual’s employment is terminated without cause, or is constructively terminated, within 12 months after
a change in control of our company (as defined in the plan). In the case of PRUs, PRUs will vest at target if the
change in control occurs prior to the first performance period, will vest as to eligible shares if the change in con-
trol occurs following the first performance period but before achievement is determined with respect to the sec-
ond performance period, and will vest as to the sum of the eligible shares determined to be earned for the second
performance period plus 50% of the eligible shares if the change in control occurs following the second perform-
ance period but before achievement is determined with respect to the third performance period. In the case of our
LTIP, participants will receive an accelerated payout (either of the amount that had been accrued for the partic-
ipants (or 100% of target in certain cases) if we experience a change in control of our company, or if the partic-
ipant’s employment is terminated without cause after the applicable performance period has been completed
(assuming the threshold performance for such period has been achieved). See “Potential Payments Upon Termi-
nation or Change in Control — Long Term Incentive Plan” below.
We believe that the double trigger acceleration provision appropriately achieves the intent of the plan with-
out providing an undue benefit to executives who continue to be employed following a change in control trans-
action. The intent of the plan is to enable named executive officers to have a balanced perspective in making
overall business decisions in the context of a potential acquisition of our company, as well as to be competitive
with market practices. The Compensation Committee believes that change in control benefits, if structured
appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key
talent would leave our company before a transaction closes.
Following the end of fiscal 2012, the Compensation Committee conducted an ordinary course review of the
change in control and severance arrangements applicable to our executive officers. Taking into account con-
solidation within our industry and the practices prevalent within our peer group, the Compensation Committee
modified these arrangements in order to improve retention of our senior executives whose roles would likely be
eliminated in connection with a change in control of our company. Specifically, our Executive Retention Plan
was amended to provide for the payment of a cash severance benefit for the named executive officers equal to
one times such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to
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