Symantec 2014 Annual Report Download - page 55

Change of Control and Severance Arrangements: Our Executive Retention Plan provides (and, in the
case of PRUs and PCSUs, the terms of the PRUs and PCSUs, respectively provide) participants with double trig-
ger acceleration of equity awards and, if applicable, 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 control occurs following the first performance period but before
achievement is determined with respect to the second 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 performance period but before achievement is determined with
respect to the third performance period.
We believe that the double trigger acceleration provision appropriately achieves the intent of the applicable
plan without providing an undue benefit to executives who continue to be employed following a change in con-
trol transaction. 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
such named executive officer under the same circumstances equity awards would accelerate under the Executive
Retention Plan. In addition, the Compensation Committee adopted the Symantec Corporation Executive Sev-
erance Plan, which provides certain severance benefits to our executive offers, including the named executive
officers, in the event that such executive officers are involuntarily terminated other than for cause (as defined in
the plan). Under the terms of this plan, eligible executive officers are entitled to receive a severance payment
equal to one year of base salary. Payment of the foregoing benefit is subject to the applicable officer returning a
release of claims. The Compensation Committee determined to modify these arrangements for the same reason it
adopted our Executive Retention Plan.
In connection with his appointment to President and CEO in fiscal 2013, we entered into an employment
agreement with Stephen Bennett that provided him with certain benefits upon the involuntary termination of his
employment under certain circumstances, including acceleration of vesting and severance payments in con-
nection with a change of control. As stated above, our former CEO was terminated effective March 19, 2014. In
accordance with his employment agreement, he received a cash severance payment equal to 1.5 times his annual
base salary and target bonus, was granted acceleration of RSUs and reimbursement of COBRA premiums for
eighteen months. He also received acceleration of PCSUs and PRUs in accordance with the terms in his PCSU
agreement and PRU agreement, respectively. The value of these benefits is reflected in the Summary Compensa-
tion Table. (These benefits are disclosed in the All Other Compensation column of the Summary Compensation
Table on page 49).
The change in control and severance benefits described above do not influence and are not influenced by the
other elements of compensation as these benefits serve different objectives than the other elements. We do not
provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code. Rather, we allow the
named executive officer to reduce the benefit received or waive the accelerated vesting of options to avoid excess
payment penalties.
Details of each individual named executive officer’s benefits, including estimates of amounts payable in
specified circumstances in effect as of the end of fiscal 2014, are disclosed under “Potential Payments Upon
Termination or Change in Control” below.
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