Symantec 2014 Annual Report Download - page 52

for the two-year period then ended) may be earned based on the achievement of the TSR goal for the three years
ended April 1, 2016. Subject to certain exceptions (including acceleration of vesting upon a change in control of
our company under the terms of the Symantec Executive Retention Plan, as amended), the award shall vest, if at
all, only at the end of the third year of the performance period (i.e., fiscal 2016), and the named executive officer
must be employed by us at the end of such period in order to vest in the award. The following table summarizes
the foregoing discussion of threshold, target and maximum performance levels and payouts at each level:
EPS Performance
as a Percentage
of Target (%)
EPS Payout
as a Percentage
of Target (%)
TSR Percentile
Rank against
S&P500
TSR Payout
as a Percentage
of Target (%)
Threshold Level Payout % ............... 70% 50% 35th 50%
Target Level Payout % ................. 100% 100% 50th 100%
Maximum Payout % ................... 120% 133% 75th 150%
For fiscal 2014, our non-GAAP EPS target under the PRUs was $1.89 per share. The Compensation Com-
mittee determined that we achieved 99% of this metric, resulting in 98% of the target shares becoming eligible to
be earned based on achievement of the multi-year relative 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 2016 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.
Below is the summary of our PRU performance metrics achievements since fiscal 2012. The PRU awards
granted in fiscal 2012 finished the 3-year performance period at the end of fiscal 2014 resulting in an overall
payout of 89% of the target award level.
Non-GAAP EPS 2-Year TSR 3-Year TSR
Grant Year
Performance
as % of
Target
Eligible Shares
as % of Target
Shares
S&P 500
Percentile
Ranking
Payout
as % of
Targets
S&P 500
Percentile
Ranking
Payout
as % of
Targets
Overall
Payout
Fiscal 2012 Award ......... 99% 97% 67th 134% 19th 50% 89%
Fiscal 2013 Award ......... 108% 112% 17th 50% TBD
Fiscal 2014 Award ......... 99% 98% TBD
Performance-Contingent Stock Units (PCSUs) Beginning in fiscal 2013, the independent members of the
Board approved PCSUs, a new component in our former CEO’s compensation that directly tied to increasing our
stock price, which rewards our former CEO for providing direct value to our stockholders. For fiscal 2014,
Mr. Bennett’s long-term equity compensation consisted exclusively of 782,414 PCSUs granted under the 2004
Plan, as compared to 115,000 PRUs, 115,000 RSUs and 450,000 PCSUs granted to Mr. Bennett during fiscal
2013. These grants were within the applicable annual limits on the size of awards under the 2004 Plan of
6,000,000 shares (1,200,000 RSUs) for new employees and 4,000,000 shares (800,000 RSUs) for existing
employees, in each case after giving effect to the 2-for-1 stock split that went into effect in November 2004.
The PCSUs granted to Mr. Bennett in fiscal 2014 were designed to vest and settle, if at all, as follows:
(i) one-third of the PCSUs shall vest following the fiscal year ended March 28, 2014 if the highest average clos-
ing stock price for any 60 consecutive trading days during such year (the “Average Closing Price”) exceeds
$26.79; (ii) one-third of the PCSUs (plus any PCSUs that did not vest during the period described under
(i) above) shall vest following the fiscal year ended April 3, 2015 if the Average Closing Price during the two
fiscal years then ended exceeds $30.01; (iii) one-third of the PCSUs (plus any PCSUs that did not vest during the
period described under (ii) above) shall vest following the fiscal year ended April 1, 2016 if the Average Closing
Price during the three fiscal years then ended exceeds $33.61; and (iv) any shares that did not vest during the
period described in (iii) above shall vest following the fiscal year ended March 31, 2017 if the Average Closing
Price for the 60 consecutive trading days ending on the final trading day of such fiscal year exceeds $37.64 (with
proportional vesting possible following such fiscal year to the extent that the Average Closing Price for such 60
trading day period exceeds $31.57). In general, except as set forth below, vesting of the PCSUs would have
ceased in the event that Mr. Bennett was no longer providing active service to the Company or a subsidiary or
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