Symantec 2014 Annual Report Download - page 57

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. However, we strive to maximize the tax deductibility of
our compensation awards since our philosophy is to provide the largest proportion of compensation as
performance-based. While the Compensation Committee considers the deductibility of awards as one factor in
determining our executive compensation, it also looks at other factors in 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 58 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 the Compensation Committee during fiscal 2014 were Geraldine B. Laybourne, David L.
Mahoney and Daniel H. Schulman for the entire fiscal year, Michael A. Brown through March 19, 2014, and
Robert S. Miller since March 20, 2014. None of the members of the Compensation Committee in fiscal 2014
were at any time during fiscal 2014 or at any other time an officer or employee of Symantec or any of its sub-
sidiaries, except for Mr. Brown, who served as our interim President and Chief Executive Officer following his
resignation from the Compensation Committee in March 2014, 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
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