Symantec 2014 Annual Report Download - page 51

Our 2004 Equity Incentive Plan (the “2004 Plan”) and 2013 Equity Incentive Plan (the “2013 Plan”) provide
for the award of stock options, stock appreciation rights, restricted stock, and restricted stock units (including
PRUs and PCSUs). For fiscal 2014, the equity incentive component of our executive compensation program
consisted of PRUs and RSUs for all of our named executive officers and PCSUs for our former CEO (as
described in more detail below, including under the Summary Compensation Table and Grants of Plan-Based
Awards table on pages 49 and 55, respectively). We also offer all employees the opportunity to participate in the
2008 Employee Stock Purchase Plan, which allows for the purchase of our stock at a discount to the fair market
value through payroll deductions. This plan is designed to comply with Section 423 of the Code. During fiscal
2014, five of the named executive officers participated in the 2008 Employee Stock Purchase Plan.
We seek to provide equity incentive awards that are competitive with companies in our peer group and the
other information technology companies that the Compensation Committee includes in its competitive market
assessment. As such, we establish target equity incentive award grant guideline levels for the named executive
officers based on competitive market assessments. When making annual equity awards to named executive offi-
cers, we consider corporate results during the past year, the role, responsibility and performance of the individual
named executive officer, the competitive market assessment described above, prior equity awards, and the level
of vested and unvested equity awards then held by each named executive officer. In making equity awards, we
also generally take into consideration gains recognizable by the executive from equity awards made in prior
years. Mercer provides the Compensation Committee with market data on these matters, as well as providing to
the Compensation Committee summaries of the prior grants made to the individual named executive officers.
As discussed below, the Compensation Committee believes that for fiscal 2014, a mix of RSUs and PRUs
(and, in the case of our former CEO, PCSUs) is the appropriate long-term equity incentive for named executive
officers, and stock options are no longer granted to the named executive officers as a regular part of our annual
executive compensation program. For fiscal 2014, approximately 77% of our former CEO’s target total direct
compensation (sum of base salary, target annual incentive and grant date fair value of equity awards) was granted
in the form of PCSUs. In addition, on average, 38% of our named executive officers’ (other than our current
interim CEO, our former CEO, CFO, former acting CFO and former interim CFO) target total direct compensa-
tion was granted in the form of PRUs and approximately 30% in the form of RSUs. This mix of equity incentive
awards reflected our philosophy to allocate an equal target value of PRUs and RSUs to our named executive
officers (other than our CEO).
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 2014 provided that each award vests in four equal annual installments.
Performance-based Restricted Stock Units (PRUs): The Compensation Committee grants PRUs in fur-
therance 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 2014 are eligible to be earned only if we achieve a
threshold of non-GAAP EPS. 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 2015 and 2016, based on, and subject to further adjustment as a result
of, the achievement of the 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 2015 and 2016 as a result of achievement of the non-
GAAP EPS metric for fiscal 2014, 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 April 3, 2015 and 50% to 150% of one-half of the
eligible shares (plus any eligible shares not earned on April 3, 2015 if less than 100% of the TSR goal is achieved
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