Symantec 2012 Annual Report Download - page 62

The Compensation Committee also modified the guidelines to require that an executive officer who does not
satisfy the applicable stock ownership level within the required timeframe must retain at least 50% of all net
(after-tax) equity grants until the required stock ownership level has been met. The executive officer is required
to acquire and thereafter maintain the stock ownership required within four years of becoming an executive offi-
cer of Symantec (or four years following the adoption date of these revised guidelines).
As of July 24, 2012, Messrs. Salem, Beer and Robbins have reached the stated ownership requirements for
fiscal 2012. Messrs. Trollope and deSouza have until May 2015 to meet the stated thresholds. See the table below
for individual ownership levels relative to the executive’s ownership requirement.
Named Executive Officer
Ownership
Requirement
(# of shares)
Holdings as of
July 24, 2012
Enrique Salem ............................................... 150,000 496,124
James A. Beer ............................................... 85,000 116,938
Rowan M. Trollope ........................................... 35,000 20,956
Francis A. deSouza ........................................... 35,000 32,081
William T. Robbins ........................................... 35,000 78,515
Recoupment Policies (Clawbacks)
Since fiscal 2009, we have included provisions within our executive annual incentive plans to the effect that
we will seek reimbursement of excess incentive cash compensation if our financial statements are the subject of a
restatement due to error or misconduct. Our long-term incentive plans have contained such provisions since their
inception during fiscal 2008.
Insider Trading and Hedging Policies
Our Insider Trading Policy prohibits all directors and employees from short-selling Symantec stock or
engaging in transactions involving Symantec-based derivative securities, including, but not limited to, trading in
Symantec-based option contracts (for example, buying and/or writing puts and calls).
In addition, our Insider Trading Policy requires that our Chief Executive Officer, Chief Financial Officer,
and each of our directors conduct open market sales of our securities only through use of stock trading plans
adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their
holdings in our stock over a designated period by adopting pre-arranged stock trading plans at a time when they
are not aware of material nonpublic information about us, and thereafter sell shares of our common stock in
accordance with the terms of their stock trading plans without regard to whether or not they are in possession of
material nonpublic information about the Company at the time of the sale. All other executives are strongly
encouraged to trade using 10b5-1 plans.
Tax and Accounting Considerations on Compensation
The financial reporting and income tax consequences to the Company of individual compensation elements
are important considerations for the Compensation Committee when it reviews compensation practices and
makes compensation decisions. While structuring compensation programs that result in more favorable tax and
financial reporting treatment is a general principle, the Compensation Committee balances these goals with other
business needs that may be inconsistent with obtaining the most favorable tax and accounting treatment for each
component of its compensation.
Deductibility by Symantec. Under Section 162(m) of the Internal Revenue Code, we may not receive a
federal income tax deduction for compensation that is not performance-based (as defined in the Section 162(m)
rules) paid to the Chief Executive Officer and the next three most highly compensated executive officers (other
than our Chief Financial Officer) to the extent that any of these persons receives more than $1,000,000 in
nonperformance-based compensation in any one year. While the Compensation Committee considers the
deductibility of awards as one factor in determining our executive compensation, it also looks at other factors in
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