Symantec 2016 Annual Report Download - page 65

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.
In connection with the CEO Transition and in consideration for the role Mr. Brown would play in con-
nection with the CEO Transition, we amended Mr. Brown’s employment agreement in April 2016 to provide him
with, among other things, the cash severance and equity acceleration benefits to which he would have been enti-
tled under his employment agreement, prior to its amendment, had he been involuntarily terminated or resigned
for Good Reason (as defined in his amended employment agreement), and ensures that he will be entitled to
receive his existing compensation through the October 28, 2016, even if he terminates earlier. On August 1,
2016, the Blue Coat Acquisition closed and Mr. Brown was entitled to certain of these benefits on that date. For
more information on these benefits, see “Potential Payments Upon Termination or Change in Control” below.
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 Code. Rather, we allow the named executive
officer to reduce the benefit received or waive the accelerated vesting of options to avoid excess payment penal-
ties.
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 2016, are disclosed under “Potential Payments Upon
Termination or Change in Control” below.
SUPPLEMENTARY POLICIES AND CONSIDERATIONS
We use several additional policies to ensure that the overall compensation structure is responsive to stock-
holder interests and competitive with the market. Specific policies include:
Stock Ownership Requirements
We believe that in order to align the interests of our executive officers with those of our stockholders, our
executive officers should have a financial stake in our company. We have maintained stock ownership require-
ments for our executive officers since October 2005. For fiscal 2016, our executive officers were required to hold
the following minimum number of shares:
‰CEO: 5x base salary;
‰CFO, COO and President, Products and Services: 3x base salary; and
‰Executive Vice Presidents: 2x base salary.
Stock options and unvested RSUs and PRUs do not count toward stock ownership requirements.
The executive officer is required to acquire and thereafter maintain the stock ownership required within four
years of becoming an executive officer of Symantec (or four years following the adoption date of these revised
guidelines). During the four-year transitional period, each executive officer must retain at least 50% of all net
(after-tax) equity grants until the required stock ownership level has been met.
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