Symantec 2012 Annual Report Download - page 63

making its executive compensation decisions and retains the flexibility to grant awards or pay compensation the
Compensation Committee determines to be consistent with its goals for Symantec’s executive compensation
program even if the awards are not deductible by Symantec for tax purposes.
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 sec-
tion entitled “Potential Payments Upon Termination or Change in Control” (beginning on page 60 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 sal-
aries 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 Codifica-
tion Topic 718. The Compensation Committee believes, however, that the many advantages of equity compensa-
tion, 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 2012 were Stephen M. Bennett,
Michael A. Brown, Geraldine B. Laybourne, David L. Mahoney and Daniel H. Schulman. None of the members
of Symantec’s Compensation Committee in fiscal 2012 was at any time during fiscal 2012 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 of directors, 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 of Directors or Compensation Committee
during fiscal 2012.
Compensation Committee Report
The information contained in the following report of Symantec’s Compensation Committee is not considered
to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by Symantec under
the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Symantec
specifically incorporates it by reference.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion
and Analysis (“CD&A”) contained in proxy statement. Based on this review and discussion, the Compensation
Committee has recommended to the Board that the CD&A be included in this Annual Report on Form 10-K for
the fiscal year ended March 30, 2012.
By: The Compensation Committee of the Board of Directors:
Stephen M. Bennett (resigned from the Compensation Committee, effective July 24, 2012)
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chairman through July 24, 2012)
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